Benzimidazole and indole compounds and uses thereof

ABSTRACT

Disclosed are compounds of Formula (I), methods of using the compounds for inhibiting HPK1 activity and pharmaceutical compositions comprising such compounds. The compounds are useful in treating, preventing or ameliorating diseases or disorders associated with HPK1 activity such as cancer.

FIELD OF THE INVENTION

The disclosure provides compounds as well as their compositions and methods of use. The compounds modulate hematopoietic progenitor kinase 1 (HPK1) activity and are useful in the treatment of various diseases including cancer.

BACKGROUND OF THE INVENTION

Hematopoietic progenitor kinase 1 (HPK1) originally cloned from hematopoietic progenitor cells is a member of MAP kinase kinase kinase kinases (MAP4Ks) family, which includes MAP4K1/HPK1, MAP4K2/GCK, MAP4K3/GLK, MAP4K4/HGK, MAP4K5/KHS, and MAP4K6/MINK (Hu, M. C., et al., Genes Dev, 1996. 10(18): p. 2251-64). HPK1 is of particular interest because it is predominantly expressed in hematopoietic cells such as T cells, B cells, macrophages, dendritic cells, neutrophils, and mast cells (Hu, M. C., et al., Genes Dev, 1996. 10(18): p. 2251-64; Kiefer, F., et al., EMBO J, 1996. 15(24): p. 7013-25). HPK1 kinase activity has been shown to be induced upon activation of T cell receptors (TCR) (Liou, J., et al., Immunity, 2000. 12(4): p. 399-408), B cell receptors (BCR) (Liou, J., et al., Immunity, 2000. 12(4): p. 399-408), transforming growth factor receptor (TGF-βR) (Wang, W., et al., J Biol Chem, 1997. 272(36): p. 22771-5; Zhou, G., et al., J Biol Chem, 1999. 274(19): p. 13133-8), or Gs-coupled PGE₂ receptors (EP2 and EP4) (Ikegami, R., et al., J Immunol, 2001. 166(7): p. 4689-96). As such, HPK1 regulates diverse functions of various immune cells.

HPK1 is important in regulating the functions of various immune cells and it has been implicated in autoimmune diseases and anti-tumor immunity (Shui, J. W., et al., Nat Immunol, 2007. 8(1): p. 84-91; Wang, X., et al., J Biol Chem, 2012. 287(14): p. 11037-48). HPK1 knockout mice were more susceptible to the induction of experimental autoimmune encephalomyelitis (EAE) (Shui, J. W., et al., Nat Immunol, 2007. 8(1): p. 84-91). In human, HPK1 was downregulated in peripheral blood mononuclear cells of psoriatic arthritis patients or T cells of systemic lupus erythematosus (SLE) patients (Batliwalla, F. M., et al., Mol Med, 2005. 11(1-12): p. 21-9). Those observations suggested that attenuation of HPK1 activity may contribute to autoimmunity in patients. Furthermore, HPK1 may also control anti-tumor immunity via T cell-dependent mechanisms. In the PGE2-producing Lewis lung carcinoma tumor model, the tumors developed more slowly in HPK1 knockout mice as compared to wild-type mice (see US 2007/0087988). In addition, it was shown that adoptive transfer of HPK1 deficient T cells was more effective in controlling tumor growth and metastasis than wild-type T cells (Alzabin, S., et al., Cancer Immunol Immunother, 2010. 59(3): p. 419-29). Similarly, BMDCs from HPK1 knockout mice were more efficient to mount a T cell response to eradicate Lewis lung carcinoma as compared to wild-type BMDCs (Alzabin, S., et al., J Immunol, 2009. 182(10): p. 6187-94). These data, in conjunction with the restricted expression of HPK1 in hematopoietic cells and lack of effect on the normal development of immune cells, suggest that HPK1 is a drug target for enhancing antitumor immunity. Accordingly, there is a need for new compounds that modulate HPK1 activity.

SUMMARY

The present disclosure provides, inter alia, a compound of Formula (I):

or a pharmaceutically acceptable salt thereof, wherein constituent variables are defined herein.

The present disclosure further provides a pharmaceutical composition comprising a compound of the disclosure, or a pharmaceutically acceptable salt thereof, and at least one pharmaceutically acceptable carrier or excipient.

The present disclosure further provides methods of inhibiting HPK1 activity, which comprises administering to an individual a compound of the disclosure, or a pharmaceutically acceptable salt thereof. The present disclosure also provides uses of the compounds described herein in the manufacture of a medicament for use in therapy. The present disclosure also provides the compounds described herein for use in therapy.

The present disclosure further provides methods of treating a disease or disorder in a patient comprising administering to the patient a therapeutically effective amount of a compound of the disclosure, or a pharmaceutically acceptable salt thereof.

DETAILED DESCRIPTION Compounds

The present disclosure provides a compound of Formula (I):

or a pharmaceutically acceptable salt thereof, wherein:

R¹ is selected from Cy¹, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, CN, NO₂, SR^(a), C(O)R^(b), C(O)OR^(a), OC(O)R^(b), OC(O)NR^(c)R^(d), NR^(c)R^(d), NR^(c)C(O)R^(b), NR^(c)C(O)OR^(a), NR^(c)C(O)NR^(c)R^(d), C(═NR^(e))R^(b), C(═NOR^(a))R^(b), C(═NR^(e))NR^(c)R^(d), NR^(c)C(═NR^(e))NR^(c)R^(d), NR^(c)S(O)R^(b), NR^(c)S(O)₂R^(b), NR^(c)S(O)₂NR^(c)R^(d), S(O)R^(b), S(O)NR^(c)R^(d), S(O)₂R^(b), S(O)₂NR^(c)R^(d) and BR^(h)R^(i); wherein said C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹⁰;

X is N or CR^(Z), and Y is NR^(Y); or

X is NR^(X) or CHR^(Z), and Y is N;

dashed bond represents a single or double bond, wherein one dashed bond is a single bond and the other dashed bond is a double bond;

R² is selected from H, D, Cy², C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, CN, NO₂, OR^(a2), SR^(a2), C(O)R^(b2), C(O)NR^(c2)R^(d2), C(O)OR^(a2), OC(O)R^(b2), OC(O)NR^(c2)R^(d2), NR^(c2)R^(d2), NR^(c2)C(O)R^(b2), NR^(c2)C(O)OR^(a2), NR^(c2)C(O)NR^(c2)R^(d2), C(═NR^(e2))R^(b2), C(═NOR^(a2))R^(b2), C(NR^(e2))NR^(c2)R^(d2), NR^(c2)C(═NR^(e2))NR^(c2)R^(d2), NR^(c2)S(O)R^(b2), NR^(c2)S(O)₂R^(b2), NR^(c2)S(O)₂NR^(c2)R^(d2), S(O)R^(b2), S(O)NR^(c2)R^(d2), S(O)₂R^(b2), S(O)₂NR^(c2)R^(d2) and BR^(h2)R^(i2); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹³;

R³ and R⁴ are each independently selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, 4-6 membered heterocycloalkyl, halo, CN, NO₂, OR^(a3), SR^(a3), C(O)R^(b3), C(O)NR^(c3)R^(d3), C(O)OR^(a3), OC(O)R^(b3), OC(O)NR^(c3)R^(d3), NR^(c3)R^(d3), NR^(c3)C(O)R^(b3), NR^(c3)C(O)OR^(a3), NR^(c3)C(O)NR^(c3)R^(d3), NR^(c3)S(O)R^(b3), NR^(c3)S(O)₂R^(b3), NR^(c3)S(O)₂NR^(c3)R^(d3), S(O)R^(b3), S(O)NR^(c3)R^(d3), S(O)₂R^(b3), S(O)₂NR^(c3)R^(d3) and BR^(h3)R^(i3); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

R⁵ is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, CN, NO₂, OR^(a5), SR^(a5), C(O)R^(b5), C(O)NR^(c5)R^(d5), C(O)OR^(a5), OC(O)R^(b5), OC(O)NR^(c5)R^(d5), NR^(c5)R^(d5), NR^(c5)C(O)R^(b5), NR^(c5)C(O)OR^(a5), NR^(c5)C(O)NR^(c5)R^(d5), NR^(c5)S(O)R^(b5), NR^(c5)S(O)₂R^(b5), NR^(c5)S(O)₂NR^(c5)R^(d5), S(O)R^(b5), S(O)NR^(c5)R^(d5), S(O)₂R^(b5), S(O)₂NR^(c5)R^(d5) and BR^(h5)R^(i5); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

R⁶ is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, CN, NO₂, OR^(a6), C(O)R^(b6), C(O)NR^(c6)R^(d6), C(O)OR^(a6), OC(O)R^(b6), OC(O)NR^(c6)R^(d6), NR^(c6)C(O)R^(b6), NR^(c6)C(O)OR^(a6), NR^(c6)C(O)NR^(c6)R^(d6), NR^(c6)S(O)R^(b6), NR^(c6)S(O)₂R^(b6), NR^(c6)S(O)₂NR^(c6)R^(d6), S(O)R^(b6), S(O)NR^(c6)R^(d6), S(O)₂R^(b6), S(O)₂NR^(c6)R^(d6) and BR^(h6)R^(i6); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

A is N or CR^(A);

Cy^(B) is selected from C₅₋₁₀ cycloalkyl, C₆₋₁₀ aryl and 5-6 membered heteroaryl; wherein the 5-6 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2 or 3 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-6 membered heteroaryl is optionally substituted by oxo to form a carbonyl group; and wherein the C₅₋₁₀ cycloalkyl, C₆₋₁₀ aryl and 5-6 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R⁷;

R^(X) and R^(Y) are each independently selected from H, D, Cy^(N), C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, CN, C(O)R^(b4), C(O)NR^(c4)R^(d4), C(O)OR^(a4), C(═NR^(e4))R^(b4), C(═NOR^(a4))R^(b4), C(═NR^(e4))NR^(c4)R^(d4), NR^(c4)C(═NR^(e4))NR^(c4)R^(d4), S(O)R^(b4), S(O)NR^(c4)R^(d4), S(O)₂R^(b4) and S(O)₂NR^(c4)R^(d4); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹³;

R^(Z) is selected from H, D, Cy^(Z), C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, CN, NO₂, OR^(a10), SR^(a10), C(O)R^(b10), C(O)NR^(c10)R^(d10), C(O)OR^(a10), OC(O)R^(b10), OC(O)NR^(c10)R^(d10), NR^(c10)R^(d10), NR^(c10)C(C)R^(b10), NR^(c10)C(O)OR^(a10), NR^(c10)C(O)NR^(c10)R^(d10), C(═NR^(e10))R^(b10), C(═NOR^(a10))R^(b10), C(═NR^(e10))NR^(c10)R^(d10), NR^(c10)C(═NR^(e10))NR^(c10)R^(d10), NR^(c10)S(O)R^(b10), NR^(c10)S(O)₂R^(b10), NR^(c10)S(O)₂NR^(c10)R^(d10), S(O)R^(b10), S(O)NR^(c10)R^(d10), S(O)₂R^(b10), S(O)₂NR^(c10)R^(d10) and BR^(h10)R^(i10); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹³;

R^(A) is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, CN, NO₂, OR^(a16), SR^(a16), C(O)R^(b16), C(O)NR^(c16)R^(d16), C(O)OR^(a16), OC(O)R^(b16), OC(O)NR^(c16)R^(d16), NR^(c16)R^(d16), NR^(c16)C(O)R^(b16), NR^(c16)C(O)OR^(a16), NR^(c16)C(O)NR^(c16)R^(d16), NR^(c16)S(O)R^(b16), NR^(c16)S(O)₂R^(b16), NR^(c16)S(O)₂NR^(c16), R^(d16), S(O)R^(b16), S(O)NR^(c16)R^(d16), S(O)₂R^(b16), S(O)₂NR^(c16)R^(d16) and BR^(h16)R^(i16); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R⁷ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a7), SR^(a7), C(O)R^(b7), C(O)NR^(c7)R^(d7), C(O)OR^(a7), OC(O)R^(b7), OC(O)NR^(c7)R^(d7), NR^(c7)R^(d7), NR^(c7)C(O)R^(b7), NR^(c7)C(O)OR^(a7), NR^(c7)C(O)NR^(c7)R^(d7), C(═NR^(e7))R^(b7), C(═NOR^(a7))R^(b7), C(═NR^(e7))NR^(c7)R^(d7), NR^(c7)C(═NR^(e7))NR^(c7)R^(d7), NR^(c7)S(O)R^(b7), NR^(c7)S(O)₂R^(b7), NR^(c7)S(O)₂NR^(c7)R^(c7), S(O)R^(b7), S(O)NR^(c7)R^(d7), S(O)₂R^(b7), S(O)₂NR^(c7)R^(d7) and BR^(h7)R^(i7); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁸;

each R⁸ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a8), SR^(a8), C(O)R^(b8), C(O)NR^(c8)R^(d8), C(O)OR^(a8), NR^(c8)R^(d8), NR^(c8)C(O)R^(b8), NR^(c8)C(O)OR^(a8), NR^(c8)S(O)R^(b8), NR^(c8)S(O)₂R^(b8), NR^(c8)S(O)₂NR^(c8)R^(d8), S(O)R^(b8), S(O)NR^(c8)R^(d8), S(O)₂R^(b8), S(O)₂NR^(c8)R^(d8) and BR^(h8)R^(i8); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁹;

each R⁹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a9), SR^(a9), C(O)R^(b9), C(O)NR^(c9)R^(d9), C(O)OR^(a9), NR^(c9)R^(d9), NR^(c9)C(O)R^(b9), NR^(c9)C(O)OR^(a9), NR^(c9)S(O)R^(b9), NR^(c9)S(O)₂R^(b9), NR^(c9)S(O)₂NR^(c9)R^(d9), S(O)R^(b9), S(O)NR^(c9)R^(d9), S(O)₂R^(b9), and S(O)₂NR^(c9)R^(d9); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

Cy¹ is selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R^(m);

each R¹⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a1), SR^(a1), C(O)R^(b1), C(O)NR^(c1)R^(d1), C(O)OR^(a1), OC(O)R^(b1), OC(O)NR^(c1)R^(d1), NR^(c1)R^(d1), NR^(c1)CC(O)R^(b1), NR^(c1)C(O)OR^(a1), NR^(c1)C(O)NR^(c1)R^(d1), C(═NR^(e1))R^(b1), C(═NOR^(a1))R^(b1), C(═NR^(e1))NR^(c1)R^(d1), NR^(c1)C(═NR^(e1))NR^(c1)R^(d1), NR^(c1)S(O)R^(b1), NR^(c1)S(O)₂R^(b1), NR^(c1)S(O)₂NR^(c1)R^(d1), S(O)R^(b1), S(O)NR^(c1)R^(d1), S(O)₂R^(b1), S(O)₂NR^(c1)R^(d1) and BR^(h1)R^(i1); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹;

each R¹¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a11), SR^(a11), C(O)R^(b11), C(O)NR^(c11)R^(d11), C(O)OR^(a11), NR^(c11)R^(d11), NR^(c11)C(O)R^(b11), NR^(c11)C(O)OR^(a11), NR^(c11)S(O)R^(b11), NR^(c11)S(O)₂R^(b11), NR^(c11)S(O)₂NR^(c11)R^(d11), S(O)R^(b11), S(O)NR^(c11)R^(d11), S(O)₂R^(b11), S(O)₂NR^(c11)R^(d11) and BR^(h11)R^(i11); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹²;

each R¹² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a12), SR^(a12), C(O)R^(b12), C(O)NR^(c12)R^(d12), C(O)OR^(a12), NR^(c12)R^(d12), NR^(c12)C(O)R^(b12), NR^(c12)C(O)OR^(a12), NR^(c12)S(O)R^(b12), NR^(c12)S(O)₂R^(b12), NR^(c12)S(O)₂NR^(c12)R^(d12), S(O)R^(b12), S(O)NR^(c12)R^(d12), S(O)₂R^(b12), S(O)₂NR^(c12)R^(d12) and BR^(h12)R^(i12); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

Cy² is selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from 10³;

each R¹³ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a13), SR^(a13), C(O)R^(b13), C(O)NR^(c13)R^(d13), C(O)OR^(a13), OC(O)R^(b13), OC(O)NR^(c13)R^(d13), NR^(c13)R^(d13), NR^(c13)C(O)R^(b13), NR^(c13)C(O)OR^(a13)NR^(c13), C(O)NR^(c13)R^(d13), C(═NR^(e13))R^(b13), C(═NOR^(a13))R^(b13), C(═NR^(e13))NR^(c13)R^(d13), NR^(c13)C(═NR^(e13))NR^(c13)R^(d13), NR^(c13)S(O)R^(b13), NR^(c13)S(O)₂R^(b13), NR^(c13)S(O)₂NR^(c13)R^(d13), S(O)R^(b13), S(O)NR^(c13)R^(d13), S(O)₂R^(b13), S(O)₂NR^(c13)R^(d13) and BR^(h13)R^(i13); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹⁴;

-   -   each R¹⁴ is independently selected from C₁₋₆ alkyl, C₂₋₆         alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10         membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl,         C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered         heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10         membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a14),         SR^(a14), C(O)R^(b14), C(O)NR^(c14)R^(d14), C(O)OR^(a14),         NR^(c14)R^(d14), NR^(c14)C(O)R^(b14), NR^(c14)C(O)OR^(a14),         NR^(c14)S(O)R^(b14), NR^(c14)S(O)₂R^(b14),         NR^(c14)S(O)₂NR^(c14)R^(d14), S(O)R^(b14), S(O)NR^(c14)R^(d14),         S(O)₂R^(b14), S(O)₂NR^(c14)R^(d14) and BR^(h14)R^(i14); wherein         said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl,         4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered         heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered         heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and         5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally         substituted with 1, 2, 3, or 4 substituents independently         selected from R¹⁵;

each R¹⁵ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a15), SR^(a15), C(O)R^(b15), C(O)NR^(c15)R^(d15), C(O)OR^(a15), NR^(c15)R^(d15), NR^(c15)C(O)R^(b15), NR^(c15)C(O)OR^(a15), NR^(c15)S(O)R^(b15), NR^(c15)S(O)₂R^(b15), NR^(c15)S(O)₂NR^(c15)R^(d15), S(O)R^(b15), S(O)NR^(c15)R^(d15), S(O)₂R^(b15), and S(O)₂NR^(c15)R^(d15); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

Cy^(Z) and Cy^(N) are each independently selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹³;

each R^(a), R^(c), and R^(d) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹⁰;

or any R^(c) and R^(d) attached to the same N atom, together with the N atom to which they are attached, form a 4-10 membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹⁰;

each R^(b) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹⁰;

each R^(e) is independently selected from H, CN, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkyl sulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl;

each R^(h) and R^(i) is independently selected from OH and C₁₋₆ alkoxy;

or any R^(h) and R^(i) attached to the same B atom are C₂₋₃ dialkoxy and together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from C₁₋₆ alkyl;

each R^(a1), R^(c1) and R^(d1) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹;

or any R^(c1) and R^(d1) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹¹;

each R^(b1) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹;

each R^(e1) is independently selected from H, CN, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkyl sulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl;

each R^(h1) and R^(i1) is independently selected from OH and C₁₋₆ alkoxy;

or any R^(h1) and R^(i1) attached to the same B atom are C₂₋₃ dialkoxy and together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from C₁₋₆ alkyl; each IV is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹³;

each R^(c2) and R^(d2) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹³;

or any R^(c2) and R^(d2) attached to the same N atom, together with the N atom to which they are attached, form a 4-10 membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹³;

each R^(b2) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹³;

each R^(e2) is independently selected from H, CN, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkyl sulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl;

each R^(h2) and R^(i2) is independently selected from OH and C₁₋₆ alkoxy;

or any R^(h2) and R^(i2) attached to the same B atom are C₂₋₃ dialkoxy and together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from C₁₋₆ alkyl;

each R^(a3), R^(c3) and R^(d3) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R^(b3) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R^(h3) and R^(i3) is independently selected from OH and C₁₋₆ alkoxy;

or any R^(h3) and R^(i3) attached to the same B atom are C₂₋₃ dialkoxy and together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from C₁₋₆ alkyl;

each R^(a4), R^(c4), and R^(d4) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹³;

or any R^(c4) and R^(d4) attached to the same N atom, together with the N atom to which they are attached, form a 4-10 membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹³;

each R^(b4) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹³;

each R^(e4) is independently selected from H, CN, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkyl sulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl;

each R^(a5) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R^(c5) and R^(d5) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R^(b5) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R^(h5) and R^(i5) is independently selected from OH and C₁₋₆ alkoxy;

or any R^(h5) and R^(i5) attached to the same B atom are C₂₋₃ dialkoxy and together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from C₁₋₆ alkyl;

each R^(a6), R^(c6) and R^(d6) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R^(b6) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R^(h6) and R^(i6) is independently selected from OH and C₁₋₆ alkoxy;

or any R^(h6) and R^(i6) attached to the same B atom are C₂₋₃ dialkoxy and together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from C₁₋₆ alkyl;

each R^(a7), R^(c7) and R^(d7) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁸;

or any R^(c7) and R^(d7) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from R⁸;

each R^(b7) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁸;

each R^(e7) is independently selected from H, CN, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkyl sulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl;

each R^(h7) and R^(i7) is independently selected from OH and C₁₋₆ alkoxy;

or any R^(h7) and R^(i7) attached to the same B atom are C₂₋₃ dialkoxy and together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from C₁₋₆ alkyl;

each R^(a8), R^(c8) and R^(d8) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁹;

or any R^(c8) and R^(d8) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R⁹;

each R^(b8) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl;

wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁹;

each R^(h8) and R^(i8) is independently selected from OH and C₁₋₆ alkoxy;

or any R^(h8) and R^(i8) attached to the same B atom are C₂₋₃ dialkoxy and together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from C₁₋₆ alkyl;

each R^(a9), R^(c9) and R^(d9) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R^(b9) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R^(a10), R^(c10), and R^(d10) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹³;

or any R^(c10) and R^(d10) attached to the same N atom, together with the N atom to which they are attached, form a 4-10 membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹³;

each R^(b10) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹³;

each R^(e10) is independently selected from H, CN, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkyl sulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl;

each R^(h10) and R^(i10) is independently selected from OH and C₁₋₆ alkoxy;

or any R^(h10) and R^(i10) attached to the same B atom are C₂₋₃ dialkoxy and together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from C₁₋₆ alkyl;

each R^(a11), R^(c11) and R^(d11) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹²;

or any R^(c11) and R^(d11) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R′²;

each R^(b11) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹²;

each R^(h11) and R^(i11) is independently selected from OH and C₁₋₆ alkoxy;

or any R^(h11) and R^(i11) attached to the same B atom are C₂₋₃ dialkoxy and together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from C₁₋₆ alkyl;

each R^(a12), R^(c12) and R^(d12) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R^(b12) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R^(h12) and R^(i12) is independently selected from OH and C₁₋₆ alkoxy;

or any R^(h12) and R^(i12) attached to the same B atom are C₂₋₃ dialkoxy and together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from C₁₋₆ alkyl;

each R^(a13), R^(c13) and R^(d13) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹⁴;

or any R^(c13) and R^(d13) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹⁴;

each R^(b13) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹⁴;

each R^(e13) is independently selected from H, CN, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkyl sulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl;

each R^(h13) and R^(i13) is independently selected from OH and C₁₋₆ alkoxy;

or any R^(h13) and R^(i13) attached to the same B atom are C₂₋₃ dialkoxy and together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from C₁₋₆ alkyl;

each R^(a14), R^(c14) and R^(d14) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹⁵;

or any R^(c14) and R^(d14) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R¹⁵;

each R^(b14) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹⁵;

each R^(h14) and R^(i14) is independently selected from OH and C₁₋₆ alkoxy;

or any R^(h14) and R^(i14) attached to the same B atom are C₂₋₃ dialkoxy and together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from C₁₋₆ alkyl;

each R^(a15), R^(c15) and R^(d15) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R^(b15) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R^(a16), R^(c16) and R^(d16) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R^(b16) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R^(h16) and R^(i16) is independently selected from OH and C₁₋₆ alkoxy;

or any R^(h16) and R^(i16) attached to the same B atom are C₂₋₃ dialkoxy and together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from C₁₋₆ alkyl; and

each R^(g) is independently selected from OH, NO₂, CN, halo, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, C₃₋₆ cycloalkyl-C₁₋₂ alkylene, C₁₋₆ alkoxy, C₁₋₆ haloalkoxy, C₁₋₃ alkoxy-C₁₋₃ alkyl, C₁₋₃ alkoxy-C₁₋₃ alkoxy, HO—C₁₋₃ alkoxy, HO—C₁₋₃ alkyl, cyano-C₁₋₃ alkyl, H₂N—C₁₋₃ alkyl, amino, C₁₋₆ alkylamino, di(C₁₋₆ alkyl)amino, thio, C₁₋₆ alkylthio, C₁₋₆ alkylsulfinyl, C₁₋₆ alkylsulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, carboxy, C₁₋₆ alkylcarbonyl, C₁₋₆ alkoxycarbonyl, C₁₋₆ alkylcarbonylamino, C₁₋₆ alkylsulfonylamino, aminosulfonyl, C₁₋₆ alkylaminosulfonyl, di(C₁₋₆ alkyl)aminosulfonyl, aminosulfonylamino, C₁₋₆ alkylaminosulfonylamino, di(C₁₋₆ alkyl)aminosulfonylamino, aminocarbonylamino, C₁₋₆ alkylaminocarbonylamino, and di(C₁₋₆ alkyl)aminocarbonylamino.

In some embodiments, A is N. In some embodiments, A is CR^(A). R^(A) can be selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, CN. In some embodiments, R^(A) is selected from H, D, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo. In some embodiments, R^(A) is selected from H, D and halo. In some embodiments, R^(A) is halo, e.g., F, Cl, Br, and I.

In some embodiments, Cy^(B) is selected from C₅₋₁₀ cycloalkyl and C₆₋₁₀ aryl; wherein the C₅₋₁₀ cycloalkyl and C₆₋₁₀ aryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R⁷.

In some embodiments, Cy^(B) is C₆₋₁₀ aryl optionally substituted with 1, 2, or 3 substituents independently selected from R⁷. In some embodiments, Cy^(B) is C₆₋₁₀ aryl optionally substituted with 1 or 2 substituents independently selected from R⁷.

In some embodiments, Cy^(B) is phenyl optionally substituted with 1, 2, or 3 substituents independently selected from R⁷. In some embodiments, Cy^(B) is phenyl optionally substituted with 1 or 2 substituents independently selected from R⁷.

In some embodiments, R⁷ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, D, CN, NO₂, OR^(a7), SR^(a7), C(O)R^(b7), C(O)NR^(c7)R^(d7), C(O)OR^(a7), OC(O)R^(b7), OC(O)NR^(c7)R^(d7), NR^(c7)R^(d7), NR^(c7)C(O)R^(b7), NR^(c7)C(O)OR^(a7), NR^(c7)C(O)NR^(c7)R^(d7), NR^(c7)S(O)R^(b7), NR^(c7)S(O)₂R^(b7), NR^(c7)S(O)₂NR^(c7)R^(d7), S(O)R^(b7), S(O)NR^(c7)R^(c7), S(O)₂R^(b7), and S(O)₂NR^(c7)R^(d7); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁸.

In some embodiments, R⁷ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a7), SR^(a7), C(O)R^(b7), C(O)NR^(c7)R^(d7), C(O)OR^(a7), NR^(c7)R^(d7), NR^(c7)C(O)R^(b7) and NR^(c7)C(O)OR^(a7).

In some embodiments, R⁷ is independently selected from C₁₋₆ alkyl, halo, and OR^(a7). For example, R⁷ is C₁₋₆ alkyl such as methyl, ethyl, and isopropyl. In some embodiments, R⁷ is methyl. In some embodiments, R⁷ is halo, e.g., F, Cl, Br, and I. In some embodiments, R⁷ is F. In some embodiments, R⁷ is OR^(a7). In some embodiments, R^(a7) is H or C₁₋₆ alkyl. In some embodiments, R^(a7) is C₁₋₆ alkyl. R⁷ can be methoxy.

In some embodiments, Cy^(B) is phenyl substituted with 1, 2 or 3 substituents selected from fluoro, methoxy, and methyl. In some embodiments, Cy^(B) is phenyl substituted with 2 substituents selected from fluoro, methoxy, and methyl. In some embodiments, Cy^(B) is 2-fluoro-6-methoxyphenyl, 2,6-difluorophenyl, or 2-fluoro-6-methylphenyl.

In some embodiments, R¹ is selected from Cy¹, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, CN, SR^(a), C(O)R^(b), C(O)OR^(a), OC(O)R^(b), OC(O)NR^(c)R^(d), NR^(c)R^(d), NR^(c)C(O)R^(b), NR^(c)C(O)OR^(a), NR^(c)C(O)NR^(c)R^(d), NR^(c)S(O)R^(b), NR^(c)S(O)₂R^(b), NR^(c)S(O)₂NR^(c)R^(d), S(O)R^(b), S(O)NR^(c)R^(d), S(O)₂R^(b), and S(O)₂NR^(c)R^(d); wherein said C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from 10°.

In some embodiments, R¹ is selected from Cy¹, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, CN, SR^(a), C(O)R^(b), C(O)OR^(a), NR^(c)R^(d), and NR^(c)C(O)R^(b); wherein said C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹⁰.

In some embodiments, R¹ is selected from Cy¹, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, NR^(c)R^(d), and NR^(c)C(O)R^(b). In some embodiments, R¹ is selected from Cy¹ and NR^(c)R^(d). In some embodiments, R¹ is Cy¹. In some embodiments, R¹ is NR^(c)R^(d).

In some embodiments, each R^(c) and R^(d) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and 4-10 membered heterocycloalkyl. In some embodiments, each R^(c) and R^(d) is independently selected from H, C₁₋₆ alkyl, and 4-10 membered heterocycloalkyl. In some embodiments, each R^(c) and R^(d) is independently selected from C₁₋₆ alkyl and 4-10 membered heterocycloalkyl.

In some embodiments, Cy¹ is selected from 4-10 membered heterocycloalkyl and C₆₋₁₀ aryl; wherein the 4-10 membered heterocycloalkyl has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the 4-10 membered heterocycloalkyl and C₆₋₁₀ aryl are each optionally substituted with 1, 2 or 3 substituents independently selected from R¹⁰.

In some embodiments, Cy¹ is 4-10 membered heterocycloalkyl; wherein the 4-10 membered heterocycloalkyl has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the 4-10 membered heterocycloalkyl is optionally substituted with 1 or 2 substituents independently selected from R¹⁰.

In some embodiments, Cy¹ is C₆₋₁₀ aryl optionally substituted with 1 or 2 substituents independently selected from R¹⁰.

In some embodiments, R¹⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, D, CN, NO₂, OR^(a1), SR^(a1), C(O)NR^(c1)R^(d1), C(O)OR^(a1), OC(O)R^(b1), OC(O)NR^(c1)R^(d1), NR^(c1)C(O)R^(b1), NR^(c1)C(O)OR^(a1), NR^(c1)C(O)NR^(c1)R^(d1), NR^(c1)S(O)R^(b1), NR^(c1)S(O)₂R^(b1), NR^(c1)S(O)₂NR^(c1)R^(d1), S(O)R^(b1), S(O)NR^(c1)R^(d1), S(O)₂R^(b1), and S(O)₂NR^(c1)R^(d1); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹.

In some embodiments, R¹⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a1), SR^(a1), NR^(c1)R^(d1), NR^(c1)C(O)R^(b1), and NR^(c1)C(O)OR^(a1); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, and C₂₋₆ alkynyl are each optionally substituted with 1, 2 or 3 substituents independently selected from R¹¹.

In some embodiments, R¹⁰ is independently selected from C₁₋₆ alkyl and NR^(c1)R^(d1); wherein said C₁₋₆ alkyl is optionally substituted with 1 or 2 substituents independently selected from R¹¹. In some embodiments, R¹⁰ is C₁₋₆ alkyl optionally substituted with 1 or 2 substituents independently selected from R¹¹. In some embodiments, R¹⁰ is NR^(c1)R^(d1). In some embodiments, each R^(c1) and R^(d1) is independently selected from H and C₁₋₆ alkyl. In some embodiments, R^(c1) and R^(d1) are H.

In some embodiments, R¹¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a11), SR^(a11), C(O)R^(b11), C(O)NR^(c11)R^(d11), C(O)OR^(a11), NR^(c11)R^(d11) and NR^(c11)C(O)R^(b11); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹².

In some embodiments, R¹¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a11), and NR^(c11)R^(d11).

In some embodiments, R¹¹ is independently selected from OR^(a11) and NR^(c11)R^(d11). In some embodiments, R¹¹ is OR^(a11). In some embodiments, R¹¹ is NR^(c11)R^(d11).

In some embodiments, each R^(a11), R^(c11) and R^(d11) is independently selected from H and C₁₋₆ alkyl. In some embodiments, R^(a11), R^(c11) and R^(d11) are H.

In some embodiments, R¹ is 4-amino-2-(hydroxymethyl)pyrrolidin-1-yl;

methyl(piperidin-3-yl)amino; 3-(aminomethyl)morpholino; 2-(hydroxymethyl)piperazin-1-yl; 2,5-diazabicyclo[2.2.1]heptan-2-yl; 2-oxa-5-azabicyclo[2.2.1]heptan-5-yl; 2-(aminomethyl)pyrrolidin-1-yl; 3-aminopyrrolidin-1-yl; 2-aminophenyl; or 2-methylpiperazin-1-yl.

In some embodiments, X is N or CR^(Z), and Y is NR^(Y).

In some embodiments, X is N and Y is NR^(Y).

In some embodiments, X is CR^(Z) and Y is NR^(Y).

In some embodiments, R^(Y) is selected from H, D, Cy^(N), C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, CN, C(O)R^(b4), C(O)NR^(c4)R^(d4), C(O)OR^(a4), S(O)R^(b4), S(O)NR^(c4)R^(d4), S(O)₂R^(b4) and S(O)₂NR^(c4)R^(d4); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹³.

In some embodiments, R^(Y) is selected from H, D, Cy^(N), C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, and halo; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹³.

In some embodiments, R^(Y) is selected from H, D, Cy^(N), C₁₋₆ alkyl, C₂₋₆ alkenyl, and C₂₋₆ alkynyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹³.

In some embodiments, R^(Y) is selected from H, D, Cy^(N), and C₁₋₆ alkyl; wherein said C₁₋₆ alkyl is each optionally substituted with 1, 2, or 3 substituents independently selected from R¹³.

In some embodiments, R^(Y) is C₁₋₆ alkyl optionally substituted with 1 or 2 substituents independently selected from R¹³. In some embodiments, R^(Y) is Cy^(N).

In some embodiments, Cy^(N) is selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2 or 3 substituents independently selected from R¹³.

In some embodiments, Cy^(N) is C₃₋₁₀ cycloalkyl optionally substituted with 1 or 2 substituents independently selected from R¹³.

In some embodiments, Cy^(N) is 4-10 membered heterocycloalkyl optionally substituted with 1 or 2 substituents independently selected from R¹³.

In some embodiments, Cy^(N) is C₆₋₁₀ aryl optionally substituted with 1 or 2 substituents independently selected from R¹³.

In some embodiments, Cy^(N) is 5-10 membered heteroaryl optionally substituted with 1 or 2 substituents independently selected from R¹³.

In some embodiments, R^(Y) is H, D, methyl, cyclopropyl, 2-methoxyethyl, 1-methoxypropan-2-yl, 2-methoxy-2-methylpropyl, tetrahydrofuranyl, pyridin-4-ylmethyl, (1-methyl-1H-pyrazol-4-yl)methyl, tetrahydro-2H-pyran-2-yl)methyl, 2-methylthiazol-5-yl)methyl, 2-morpholinoethyl, 2-methoxypyridin-4-yl, 2-fluoro-4-methoxyphenyl, 1-methyl-1H-pyrazol-5-yl, or 2-cyano-3-fluorophenyl.

In some embodiments, R^(Y) is H or D.

In some embodiments, R^(Z) is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, and halo. In some embodiments, R^(Z) is selected from H, D, and C₁₋₆ alkyl. In some embodiments, R^(Z) is H or D. In some embodiments, R^(Z) is H.

In some embodiments, R² is selected from H, D, Cy², C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, CN, NO₂, OR^(a2), SR^(a2), C(O)R^(b2), C(O)NR^(c2)R^(d2), C(O)OR^(a2), OC(O)R^(b2), OC(O)NR^(c2)R^(d2), NR^(c2)R^(d2), NR^(c2)C(O)R^(b2), NR^(c2)C(O)OR^(a2), NR^(c2)C(O)NR^(c2)R^(d2), NR^(c2)S(O)R^(b2), NR^(c2)S(O)₂R^(b2), NR^(c2)S(O)₂NR^(c2)R^(d2), S(O)R^(b2), S(O)NR^(c2)R^(d2), S(O)₂R^(b2), and S(O)₂NR^(c2)R^(d2); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹³.

In some embodiments, R² is selected from H, D, Cy², C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, CN, OR^(a2), SR^(a2), C(O)R^(b2), C(O)NR^(c2)R^(d2), C(O)OR^(a2), NR^(c2)R^(d2), NR^(c2)C(O)R^(b2), and S(O)₂NR^(c2)R^(d2); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, or 3 substituents independently selected from R¹³.

In some embodiments, R² is selected from H, D, Cy², and C₁₋₆ alkyl; wherein said C₁₋₆ alkyl is optionally substituted with 1, 2, or 3 substituents independently selected from R¹³. In some embodiments, R² is C₁₋₆ alkyl optionally substituted with 1, 2, or 3 substituents independently selected from R¹³. In some embodiments, R² is H or D. In some embodiments, R² is Cy².

In some embodiments, Cy² is selected from 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, or 3 substituents independently selected from R¹³.

In some embodiments, Cy² is 4-10 membered heterocycloalkyl optionally substituted with 1, 2, or 3 substituents independently selected from R¹³. In some embodiments, Cy² is C₆₋₁₀ aryl optionally substituted with 1, 2, or 3 substituents independently selected from R¹³. In some embodiments, Cy² is 5-10 membered heteroaryl optionally substituted with 1, 2, or 3 substituents independently selected from R¹³.

In some embodiments, R² is H, 3-fluoropyridin-2-yl, 3-methoxypyridin-2-yl, 2-cyanophenyl, 3,5-difluoropyridin-4-yl, 3-fluoropyridin-4-yl, methyl, isopropyl, 1-methyl-1H-pyrazol-5-yl, tetrahydro-2H-pyran-4-yl, methoxymethyl, or 2-methoxyethyl.

In some embodiments, R¹³ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, CN, NO₂, OR^(a13), SR^(a13), C(O)R^(b13), C(O)NR^(c13)R^(d13), C(O)OR^(a13), OC(O)R^(b13), OC(O)NR^(c13)R^(d13), NR^(c13)R^(d13), NR^(c13)C(O)R^(b13), NR^(c13)C(O)OR^(a13), NR^(c13)S(O)R^(b13), NR^(c13)S(O)₂R^(b13), NR^(c13)S(O)₂NR^(c13)R^(d13), S(O)R^(b13), S(O)NR^(c13)R^(d13), S(O)₂R^(b13), and S(O)₂NR^(c13)R^(d3); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl are each optionally substituted with 1, 2 or 3 substituents independently selected from R¹⁴.

In some embodiments, R¹³ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, CN, NO₂, OR^(a13), SR^(a13), C(O)R^(b13), C(O)NR^(c13)R^(d13), C(O)OR^(a13), NR^(c13)R^(d13), and NR^(c13)C(O)R^(b13); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl are each optionally substituted with 1, 2 or 3 substituents independently selected from R¹⁴.

In some embodiments, R¹³ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, CN, and OR^(a13); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl are each optionally substituted with 1, 2 or 3 substituents independently selected from R¹⁴.

In some embodiments, R¹³ is independently selected from C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, 5-10 membered heteroaryl, halo, CN, and OR^(a13); wherein said C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, and 5-10 membered heteroaryl are each optionally substituted with 1, 2 or 3 substituents independently selected from R¹⁴.

In some embodiments, R¹³ is C₁₋₆ alkyl optionally substituted with 1, 2 or 3 substituents independently selected from R¹⁴.

In some embodiments, R¹³ is 4-10 membered heterocycloalkyl optionally substituted with 1, 2 or 3 substituents independently selected from R¹⁴.

In some embodiments, R¹³ is 5-10 membered heteroaryl optionally substituted with 1, 2 or 3 substituents independently selected from R¹⁴.

In some embodiments, R¹³ is halo, e.g., F, Cl, Br, and I. In some embodiments, R¹³ is F. In some embodiments, R¹³ is Cl.

In some embodiments, R¹³ is CN.

In some embodiments, R¹³ is OR^(a13). In some embodiments, R^(a13) is H or C₁₋₆ alkyl. In some embodiments, R^(a13) is C₁₋₆ alkyl. In some embodiments, R¹³ is methoxy.

In some embodiments, R¹⁴ is selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹⁵.

In some embodiments, R¹⁴ is selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, and C₂₋₆ alkynyl. In some embodiments, R¹⁴ is C₁₋₆ alkyl.

In some embodiments, R³ and R⁴ are each independently selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl. In some embodiments, R³ and R⁴ are each independently selected from H, D, and C₁₋₆ alkyl. In some embodiments, R³ and R⁴ are each independently selected from H and D. In some embodiments, R³ and R⁴ are each H. In some embodiments, R³ and R⁴ are each D.

In some embodiments, R⁵ is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl. In some embodiments, R⁵ is selected from H, D, and C₁₋₆ alkyl. In some embodiments, R⁵ is H or D. In some embodiments, R⁵ is H. In some embodiments, R⁵ is D.

In some embodiments, R⁶ is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl. In some embodiments, R⁶ is selected from H, D, and C₁₋₆ alkyl. In some embodiments, R⁶ is H or D. In some embodiments, R⁶ is H. In some embodiments, R⁶ is D.

In some embodiments, provided herein is a compound having Formula II:

or a pharmaceutically acceptable salt thereof, wherein constituent variables are defined herein.

In some embodiments, provided herein is a compound having Formula IIIa:

or a pharmaceutically acceptable salt thereof, wherein constituent variables are defined herein.

In some embodiments, provided herein is a compound having Formula IIIb:

or a pharmaceutically acceptable salt thereof, wherein constituent variables are defined herein.

In some embodiments, provided herein is a compound having Formula IVa:

or a pharmaceutically acceptable salt thereof, wherein constituent variables are defined herein.

In some embodiments, provided herein is a compound having Formula IVb:

or a pharmaceutically acceptable salt thereof, wherein constituent variables are defined herein.

In some embodiments, provided herein is a compound having Formula IVc:

or a pharmaceutically acceptable salt thereof, wherein constituent variables are defined herein.

In some embodiments, provided herein is a compound having Formula IVd:

or a pharmaceutically acceptable salt thereof, wherein constituent variables are defined herein.

In some embodiments, provided herein is a compound having Formula Va:

or a pharmaceutically acceptable salt thereof, wherein m is 1, 2, 3 or 4, and the remaining constituent variables are defined herein.

In some embodiments, provided herein is a compound having Formula Vb:

or a pharmaceutically acceptable salt thereof, wherein m is 1, 2, 3 or 4, and the remaining constituent variables are defined herein.

In some embodiments, provided herein is a compound having Formula Vc:

or a pharmaceutically acceptable salt thereof, wherein m is 1, 2, 3 or 4, and the remaining constituent variables are defined herein.

In some embodiments, provided herein is a compound having Formula Vd:

or a pharmaceutically acceptable salt thereof, wherein m is 1, 2, 3 or 4, and the remaining constituent variables are defined herein.

In some embodiments, the compound is a compound of Formula I, or a pharmaceutically acceptable salt thereof, wherein:

R¹ is selected from Cy¹, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, CN, NO₂, SR^(a), C(O)R^(b), C(O)OR^(a), OC(O)R^(b), OC(O)NR^(c)R^(d), NR^(c)C(O)R^(b), NR^(c)C(O)OR^(a), NR^(c)C(O)NR^(c)R^(d), S(O)R^(b), S(O)NR^(c)R^(d), S(O)₂R^(b), and S(O)₂NR^(c)R^(d); wherein said C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹⁰;

X is N or CR^(Z), and Y is NR^(Y);

dashed bond represents a single or double bond, wherein one dashed bond is a single bond and the other dashed bond is a double bond;

R² is selected from H, D, Cy², C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, CN, NO₂, OR^(a2), SR^(a2), C(O)R^(b2), C(O)NR^(c2)R^(d2), C(O)OR^(a2), OC(O)R^(b2), OC(O)NR^(c2)R^(d2), NR^(c2)R^(d2), NR^(c2)C(O)R^(b2), NR^(c2)C(O)OR^(a2), NR^(c2)C(O)NR^(c2)R^(d2), S(O)R^(b2), S(O)NR^(c2)R^(d2), S(O)₂R^(b2), and S(O)₂NR^(c2)R^(d2); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹³;

R³ and R⁴ are each independently selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl;

R⁵ is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl;

R⁶ is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl;

A is N or CR^(A);

Cy^(B) is selected from C₆₋₁₀ aryl optionally substituted with 1, 2, 3 or 4 substituents independently selected from R;

R^(X) and R^(Y) are each independently selected from H, D, Cy^(N), C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, CN, C(O)R^(b4), C(O)NR^(c4)R^(d4), C(O)OR^(a4), S(O)R^(b4), S(O)NR^(c4)R^(d4), S(O)₂R^(b4) and S(O)₂NR^(c4)R^(d4); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹³;

R^(Z) is selected from H, D, Cy^(Z), C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, and halo; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹³;

R^(A) is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, and halo;

each R⁷ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a7), SR^(a7), C(O)R^(b7), C(O)NR^(c7)R^(d7), C(O)OR^(a7), OC(O)R^(b7), OC(O)NR^(c7)R^(d7), NR^(c7)R^(d7), NR^(c7)C(O)R^(b7), NR^(c7)C(O)OR^(a7), and NR^(c7)C(O)NR^(c7)R^(d7);

Cy¹ is selected from 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹⁰;

each R¹⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, D, CN, NO₂, OR^(a1), SR^(a1), C(O)R^(b1), C(O)NR^(c1)R^(d1), C(O)OR^(a1), OC(O)R^(b1), OC(O)NR^(c1)R^(d1), NR^(c1)R^(d1), NR^(c1)C(O)R^(b1), and NR^(c1)C(O)OR^(a1); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹;

each R¹¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a11), SR^(a11), C(O)R^(b11), C(O)NR^(c11)R^(d11), C(O)OR^(a11), NR^(c11)R^(d11), NR^(c11)C(O)R^(b11), and NR^(c11)C(O)OR^(a11);

Cy² is selected from 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹³;

each R¹³ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, CN, NO₂, OR^(a13), SR^(a13), C(O)R^(b13), C(O)NR^(c13)R^(d13), C(O)OR^(a13), OC(O)R^(b13), OC(O)NR^(c13)R^(d13), NR^(c13)R^(d13), NR^(c13)C(O)R^(b13), NR^(c13)C(O)OR^(a13), and NR^(c13)C(O)NR^(c13)R^(d13); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹⁴;

each R¹⁴ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, D, and CN;

Cy^(Z) and Cy^(N) are each independently selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹³;

each R^(a), R^(c), and R^(d) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, and 4-10 membered heterocycloalkyl;

each R^(b) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl;

each R^(a1), R^(c1) and R^(d1) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, and C₂₋₆ alkynyl;

each R^(b1) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl;

each R^(a) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl;

each R^(c2) and R^(d2) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl;

each R^(b2) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl;

each R^(a4), R^(c4), and R^(d4) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl;

each R^(b4) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl;

each R^(a7), R^(c7) and R^(d7) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl;

each R^(b7) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl;

each R^(a11), R^(c11) and R^(d11) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl;

each R^(b11) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl;

each R^(a13), R^(c13) and R^(d13) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl; and

each R^(b13) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl.

In some embodiments, the compound is a compound of Formula I, or a pharmaceutically acceptable salt thereof, wherein:

R¹ is selected from Cy¹, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, CN, NO₂, and NR^(c)R^(d); wherein said C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹⁰;

X is N or CR^(Z), and Y is NR^(Y);

dashed bond represents a single or double bond, wherein one dashed bond is a single bond and the other dashed bond is a double bond;

R² is selected from H, D, Cy², C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, CN, NO₂, OR^(a2), SR^(a2), C(O)R^(b2), C(O)NR^(c2)R^(d2), C(O)OR^(a2), NR^(c2)R^(d2), and NR^(c2)C(O)R^(b2); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹³;

R³ and R⁴ are each independently selected from H, D, and C₁₋₆ alkyl;

R⁵ is selected from H, D, and C₁₋₆ alkyl;

R⁶ is selected from H, D, and C₁₋₆ alkyl;

A is N or CR^(A);

Cy^(B) is selected from C₆₋₁₀ aryl optionally substituted with 1, 2, 3 or 4 substituents independently selected from R;

R^(X) and R^(Y) are each independently selected from H, D, Cy^(N), C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, and halo; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹³;

R^(Z) is selected from H, D, and C₁₋₆ alkyl;

R^(A) is selected from H, D, C₁₋₆ alkyl, and halo;

each R⁷ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a7), SR^(a7), C(O)R^(b7), C(O)NR^(c7)R^(d7), and C(O)OR^(a7);

Cy¹ is selected from 4-10 membered heterocycloalkyl and C₆₋₁₀ aryl; wherein the 4-10 membered heterocycloalkyl has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the 4-10 membered heterocycloalkyl and C₆₋₁₀ aryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹⁰;

each R¹⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, D, NR^(c1)R^(d1), NR^(c1)C(O)R^(b1), and NR^(c1)C(O)OR^(a1); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹;

each R¹¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a11), NR^(c11)R^(d11), NR^(c11)C(O)R^(b11), and NR^(c11)C(O)OR^(a11);

Cy² is selected from 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹³;

each R¹³ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, CN, NO₂, OR^(a13), SR^(a13), C(O)R^(b13), C(O)NR^(c13)R^(d13), C(O)OR^(a13), NR^(c13)R^(d13), and NR^(c13)C(O)R^(b13); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹⁴;

each R¹⁴ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and D;

Cy^(Z) and Cy^(N) are each independently selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹³;

each R^(c) and R^(d) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and 4-10 membered heterocycloalkyl;

each R^(a1), R^(c1) and R^(d1) is independently selected from H and C₁₋₆ alkyl;

each R^(b1) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, and C₂₋₆ alkynyl;

each R^(a2) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, and C₂₋₆ alkynyl;

each R^(c2) and R^(d2) is independently selected from H and C₁₋₆ alkyl;

each R^(b2) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, and C₂₋₆ alkynyl;

each R^(a7), R^(c7) and R^(d7) is independently selected from H and C₁₋₆ alkyl;

each R^(b7) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, and C₂₋₆ alkynyl;

each R^(a11), R^(c11) and R^(d11) is independently selected from H and C₁₋₆ alkyl;

each R^(b11) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, and C₂₋₆ alkynyl;

each R^(a13), R^(c13) and R^(d13) is independently selected from H and C₁₋₆ alkyl; and

each R^(b13) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, and C₂₋₆ alkynyl.

In some embodiments, the compound is a compound of Formula I, or a pharmaceutically acceptable salt thereof, wherein:

R¹ is selected from Cy¹ and NR^(c)R^(d);

X is N or CR^(Z), and Y is NR^(Y);

dashed bond represents a single or double bond, wherein one dashed bond is a single bond and the other dashed bond is a double bond;

R² is selected from H, D, Cy², and C₁₋₆ alkyl; wherein said C₁₋₆ alkyl is optionally substituted with 1, 2, or 3 substituents independently selected from R¹³;

R³ and R⁴ are each independently selected from H or D;

R⁵ is selected from H or D;

R⁶ is selected from H or D;

A is N or CR^(A);

Cy^(B) is selected from phenyl optionally substituted with 1, 2, 3 or 4 substituents independently selected from R⁷;

R^(X) and R^(Y) are each independently selected from H, D, Cy^(N), and C₁₋₆ alkyl; wherein said C₁₋₆ alkyl is optionally substituted with 1, 2, or 3 substituents independently selected from R¹³;

R^(Z) is selected from H or D;

R^(A) is selected from H, D, and halo;

each R⁷ is independently selected from C₁₋₆ alkyl, halo, D, and OR^(a7);

Cy¹ is selected from 4-10 membered heterocycloalkyl and C₆₋₁₀ aryl; wherein the 4-10 membered heterocycloalkyl has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the 4-10 membered heterocycloalkyl and C₆₋₁₀ aryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹⁰;

each R¹⁰ is independently selected from C₁₋₆ alkyl, D, and NR^(c1)R^(d1); wherein said C₁₋₆ alkyl is optionally substituted with 1, 2, or 3 substituents independently selected from R¹¹;

each R¹¹ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, OR^(a11), and NR^(c11)R^(d11);

Cy² is selected from 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹³;

each R¹³ is independently selected from C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, 5-10 membered heteroaryl, halo, D, CN, and OR^(a13); wherein said C₁₋₆ alkyl and 4-10 membered heterocycloalkyl, and 5-10 membered heteroaryl are each optionally substituted with 1, 2, or 3 substituents independently selected from R¹⁴;

R¹⁴ is C₁₋₆ alkyl;

Cy^(N) are each independently selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹³;

each R^(c) and R^(d) is independently selected from H, C₁₋₆ alkyl, and 4-10 membered heterocycloalkyl;

each R^(c1) and R^(d1) is independently selected from H and C₁₋₆ alkyl;

R^(a7) is H or C₁₋₆ alkyl;

each R^(a11), R^(c11) and R^(d11) is independently selected from H and C₁₋₆ alkyl; and

each R^(a13), R^(c13) and R^(d13) is independently selected from H and C₁₋₆ alkyl.

In some embodiments, the compound is a compound of Formula I, or a pharmaceutically acceptable salt thereof, wherein:

R¹ is selected from Cy¹ and NR^(c)R^(d);

X is N or CR^(Z), and Y is NR^(Y);

dashed bond represents a single or double bond, wherein one dashed bond is a single bond and the other dashed bond is a double bond;

R² is selected from H, Cy², and C₁₋₆ alkyl; wherein said C₁₋₆ alkyl is optionally substituted with 1 or 2 substituents independently selected from R¹³;

R³ and R⁴ are H;

R⁵ is H;

R⁶ is H;

A is N or CR^(A);

Cy^(B) is selected from phenyl optionally substituted with 1 or 2 substituents independently selected from R⁷;

R^(X) and R^(Y) are each independently selected from H, Cy^(N), and C₁₋₆ alkyl; wherein said C₁₋₆ alkyl is optionally substituted with 1 or 2 substituents independently selected from R¹³;

R^(Z) is H;

R^(A) is H or halo;

each R⁷ is independently selected from C₁₋₆ alkyl, halo, and OR^(a7);

Cy¹ is selected from 4-10 membered heterocycloalkyl and C₆₋₁₀ aryl; wherein the 4-10 membered heterocycloalkyl has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the 4-10 membered heterocycloalkyl and C₆₋₁₀ aryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹⁰;

each R¹⁰ is independently selected from C₁₋₆ alkyl and NR^(c1)R^(d1); wherein said C₁₋₆ alkyl is optionally substituted with 1 or 2 substituents independently selected from R¹¹;

each R¹¹ is independently selected from OR^(a11) and NR^(c11)R^(d11);

Cy² is selected from 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹³;

each R¹³ is independently selected from C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, 5-10 membered heteroaryl, halo, CN, and OR^(a13); wherein said C₁₋₆ alkyl and 4-10 membered heterocycloalkyl, and 5-10 membered heteroaryl are each optionally substituted with 1, 2, or 3 substituents independently selected from R¹⁴;

R¹⁴ is C₁₋₆ alkyl;

Cy^(N) are each independently selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹³;

each R^(c) and R^(d) is independently selected from H, C₁₋₆ alkyl, and 4-10 membered heterocycloalkyl;

R^(c1) and R^(d1) are H;

R^(a7) is C₁₋₆ alkyl;

R^(a11), R^(c11) and R^(d11) are H; and

each R^(a13), R^(c13) and R^(d13) is independently selected from H and C₁₋₆ alkyl.

In some embodiments, provided herein is a compound of Formula I, or a pharmaceutically acceptable salt thereof, wherein:

R¹ is selected from Cy¹, SR^(a), OC(O)R^(b), OC(O)NR^(c)R^(d), NR^(c)R^(d), NR^(c)C(O)R^(b), NR^(c)C(O)OR^(a), NR^(c)C(O)NR^(c)R^(d), NR^(c)S(O)R^(b), NR^(c)S(O)₂R^(b), NR^(c)S(O)₂NR^(c)R^(d), S(O)R^(b), S(O)NR^(c)R^(d), S(O)₂R^(b) and S(O)₂NR^(c)R^(d);

X is N or CR^(Z);

Y is NR^(Y);

wherein when Y is N, then X is NR^(X) or CR^(Z), and when Y is NR^(Y), then X is N or CR^(Z);

dashed bond represents a single or double bond, wherein one dashed bond is a single bond and the other dashed bond is a double bond;

R² is selected from H, D, Cy², C₁₋₆ alkyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl is each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹³;

R³ and R⁴ are each independently selected from H, D, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, CN, OR^(a3) and NR^(c3)R^(d3);

R⁵ is selected from H, D, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, CN, OR^(a5) and NR^(c5)R^(d5);

R⁶ is selected from H, D, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, CN, OR^(a6) and NR^(c6)R^(d6);

A is N or CR^(A);

Cy^(B) is selected from phenyl and 5-membered heteroaryl; wherein the 5-membered heteroaryl each has at least one ring-forming carbon atom and 1, 2 or 3 ring-forming heteroatoms independently selected from N, O, and S; and wherein the phenyl and 5-membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R⁷;

R^(Y) is selected from H, D, Cy^(N), C₁₋₆ alkyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl is optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹³;

R^(Z) is selected from H, D, C₁₋₆ alkyl, and C₁₋₆ haloalkyl;

R^(A) is selected from H, D, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, CN, OR^(a16) and NR^(c16)R^(d16);

each R⁷ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a7) and, NR^(c7)R^(d7);

Cy¹ is selected from 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; and wherein the 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹⁰;

each R¹⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, 4-6 membered heterocycloalkyl, phenyl, 5-6 membered heteroaryl, halo, D, CN, NO₂, OR^(a1), SR^(a1), C(O)R^(b1), C(O)NR^(c1)R^(d1), C(O)OR^(a1), OC(O)R^(b1), OC(O)NR^(c1)R^(d1), NR^(c1)R^(d1), NR^(c1)C(O)R^(b1), NR^(c1)C(O)OR^(a1), NR^(c1)C(O)NR^(c1)R^(d1), NR^(c1)S(O)R^(b1), NR^(c1)S(O)₂R^(b1), NR^(c1)S(O)₂NR^(c1)R^(d1), S(O)R^(b1), S(O)NR^(c1)R^(d1), S(O)₂R^(b1) and S(O)₂NR^(c1)R^(d1); wherein said C₁₋₆ alkyl, C₃₋₆ cycloalkyl, 4-6 membered heterocycloalkyl, phenyl and 5-6 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹;

each R¹¹ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a11), SR^(a11) and NR^(c11)R^(d11);

Cy² is selected from C₃₋₁₀ cycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹³;

each R¹³ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, CN, OR^(a13), SR^(a13) and NR^(c13)R^(d13); wherein said C₁₋₆ alkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹⁴;

each R¹⁴ is independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

Cy^(N) are each independently selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹³;

each R^(a), R^(c), and R^(d) is independently selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, 4-6 membered heterocycloalkyl, phenyl and 5-6 membered heteroaryl; wherein said C₁₋₆ alkyl, C₃₋₆ cycloalkyl, 4-6 membered heterocycloalkyl, phenyl and 5-6 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹⁰;

or any R^(c) and R^(d) attached to the same N atom, together with the N atom to which they are attached, form a 4-10 membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹⁰;

each R^(b) is independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a1), R^(c1) and R^(d1) is independently selected from H, C₁₋₆ alkyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl is optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹;

each R^(b1) is independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a3), R^(c3) and R^(d3) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl;

each R^(a5) is independently selected from H, C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(c5) and R^(d5) is independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a6), R^(c6) and R^(d6) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl;

each R^(a7), R^(c7) and R^(d7) is independently selected from H, C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a11), R^(c11) and R^(d11) is independently selected from H, C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a13), R^(c13) and R^(d13) is independently selected from H, C₁₋₆ alkyl and C₁₋₆ haloalkyl; and

each R^(a16), R^(c16) and R^(d16) is independently selected from H, C₁₋₆ alkyl and C₁₋₆ haloalkyl.

It is further appreciated that certain features of the invention, which are, for clarity, described in the context of separate embodiments, can also be provided in combination in a single embodiment (while the embodiments are intended to be combined as if written in multiply dependent form). Conversely, various features of the invention which are, for brevity, described in the context of a single embodiment, can also be provided separately or in any suitable subcombination. Thus, it is contemplated as features described as embodiments of the compounds of Formula (I) can be combined in any suitable combination.

At various places in the present specification, certain features of the compounds are disclosed in groups or in ranges. It is specifically intended that such a disclosure include each and every individual subcombination of the members of such groups and ranges. For example, the term “C₁₋₆ alkyl” is specifically intended to individually disclose (without limitation) methyl, ethyl, C₃ alkyl, C₄ alkyl, C₅ alkyl and C₆ alkyl.

The term “n-membered,” where n is an integer, typically describes the number of ring-forming atoms in a moiety where the number of ring-forming atoms is n. For example, piperidinyl is an example of a 6-membered heterocycloalkyl ring, pyrazolyl is an example of a 5-membered heteroaryl ring, pyridyl is an example of a 6-membered heteroaryl ring and 1,2,3,4-tetrahydro-naphthalene is an example of a 10-membered cycloalkyl group.

At various places in the present specification, variables defining divalent linking groups may be described. It is specifically intended that each linking substituent include both the forward and backward forms of the linking substituent. For example, —NR(CR′R″)_(n)— includes both —NR(CR′R″)_(n)— and —(CR′R″)_(n)NR— and is intended to disclose each of the forms individually. Where the structure requires a linking group, the Markush variables listed for that group are understood to be linking groups. For example, if the structure requires a linking group and the Markush group definition for that variable lists “alkyl” or “aryl” then it is understood that the “alkyl” or “aryl” represents a linking alkylene group or arylene group, respectively.

The term “substituted” means that an atom or group of atoms formally replaces hydrogen as a “substituent” attached to another group. The term “substituted”, unless otherwise indicated, refers to any level of substitution, e.g., mono-, di-, tri-, tetra- or penta-substitution, where such substitution is permitted. The substituents are independently selected, and substitution may be at any chemically accessible position. It is to be understood that substitution at a given atom is limited by valency. It is to be understood that substitution at a given atom results in a chemically stable molecule. The phrase “optionally substituted” means unsubstituted or substituted. The term “substituted” means that a hydrogen atom is removed and replaced by a substituent. A single divalent substituent, e.g., oxo, can replace two hydrogen atoms.

The term “C_(n-m)” indicates a range which includes the endpoints, wherein n and m are integers and indicate the number of carbons. Examples include C₁₋₄, C₁₋₆ and the like.

The term “alkyl” employed alone or in combination with other terms, refers to a saturated hydrocarbon group that may be straight-chained or branched. The term “C_(n-m) alkyl”, refers to an alkyl group having n to m carbon atoms. An alkyl group formally corresponds to an alkane with one C—H bond replaced by the point of attachment of the alkyl group to the remainder of the compound. In some embodiments, the alkyl group contains from 1 to 6 carbon atoms, from 1 to 4 carbon atoms, from 1 to 3 carbon atoms, or 1 to 2 carbon atoms. Examples of alkyl moieties include, but are not limited to, chemical groups such as methyl, ethyl, n-propyl, isopropyl, n-butyl, tert-butyl, isobutyl, sec-butyl; higher homologs such as 2-methyl-1-butyl, n-pentyl, 3-pentyl, n-hexyl, 1,2,2-trimethylpropyl and the like.

The term “alkenyl” employed alone or in combination with other terms, refers to a straight-chain or branched hydrocarbon group corresponding to an alkyl group having one or more double carbon-carbon bonds. An alkenyl group formally corresponds to an alkene with one C—H bond replaced by the point of attachment of the alkenyl group to the remainder of the compound. The term “C_(n-m) alkenyl” refers to an alkenyl group having n to m carbons. In some embodiments, the alkenyl moiety contains 2 to 6, 2 to 4, or 2 to 3 carbon atoms. Example alkenyl groups include, but are not limited to, ethenyl, n-propenyl, isopropenyl, n-butenyl, sec-butenyl and the like.

The term “alkynyl” employed alone or in combination with other terms, refers to a straight-chain or branched hydrocarbon group corresponding to an alkyl group having one or more triple carbon-carbon bonds. An alkynyl group formally corresponds to an alkyne with one C—H bond replaced by the point of attachment of the alkyl group to the remainder of the compound. The term “C_(n-m) alkynyl” refers to an alkynyl group having n to m carbons. Example alkynyl groups include, but are not limited to, ethynyl, propyn-1-yl, propyn-2-yl and the like. In some embodiments, the alkynyl moiety contains 2 to 6, 2 to 4, or 2 to 3 carbon atoms.

The term “alkylene”, employed alone or in combination with other terms, refers to a divalent alkyl linking group. An alkylene group formally corresponds to an alkane with two C—H bond replaced by points of attachment of the alkylene group to the remainder of the compound. The term “C_(n-m) alkylene” refers to an alkylene group having n to m carbon atoms. Examples of alkylene groups include, but are not limited to, ethan-1,2-diyl, ethan-1,1-diyl, propan-1,3-diyl, propan-1,2-diyl, propan-1,1-diyl, butan-1,4-diyl, butan-1,3-diyl, butan-1,2-diyl, 2-methyl-propan-1,3-diyl and the like.

The term “alkoxy”, employed alone or in combination with other terms, refers to a group of formula —O-alkyl, wherein the alkyl group is as defined above. The term “C_(n-m) alkoxy” refers to an alkoxy group, the alkyl group of which has n to m carbons. Example alkoxy groups include methoxy, ethoxy, propoxy (e.g., n-propoxy and isopropoxy), t-butoxy and the like. In some embodiments, the alkyl group has 1 to 6, 1 to 4, or 1 to 3 carbon atoms. The term “C n-m dialkoxy” refers to a linking group of formula —O—(C_(n-m) alkyl)-O—, the alkyl group of which has n to m carbons. Example dialkyoxy groups include —OCH₂CH₂O— and OCH₂CH₂CH₂O—. In some embodiments, the two O atoms of a C_(n-m) dialkoxy group may be attached to the same B atom to form a 5- or 6-membered heterocycloalkyl group.

The term “amino” refers to a group of formula —NH₂.

The term “carbonyl”, employed alone or in combination with other terms, refers to a —C(═O)— group, which also may be written as C(O).

The term “cyano” or “nitrile” refers to a group of formula —C≡N, which also may be written as —CN.

The terms “halo” or “halogen”, used alone or in combination with other terms, refers to fluoro, chloro, bromo and iodo. In some embodiments, “halo” refers to a halogen atom selected from F, Cl, or Br. In some embodiments, halo groups are F.

The term “haloalkyl” as used herein refers to an alkyl group in which one or more of the hydrogen atoms has been replaced by a halogen atom. The term “C_(n-m) haloalkyl” refers to a C_(n-m) alkyl group having n to m carbon atoms and from at least one up to {2(n to m)+1} halogen atoms, which may either be the same or different. In some embodiments, the halogen atoms are fluoro atoms. In some embodiments, the haloalkyl group has 1 to 6 or 1 to 4 carbon atoms. Example haloalkyl groups include CF₃, C₂F₅, CHF₂, CH₂F, CCl₃, CHCl₂, C₂Cl₅ and the like. In some embodiments, the haloalkyl group is a fluoroalkyl group.

The term “haloalkoxy”, employed alone or in combination with other terms, refers to a group of formula —O-haloalkyl, wherein the haloalkyl group is as defined above. The term “C_(n-m) haloalkoxy” refers to a haloalkoxy group, the haloalkyl group of which has n to m carbons. Example haloalkoxy groups include trifluoromethoxy and the like. In some embodiments, the haloalkoxy group has 1 to 6, 1 to 4, or 1 to 3 carbon atoms.

The term “oxo” refers to an oxygen atom as a divalent substituent, forming a carbonyl group when attached to carbon, or attached to a heteroatom forming a sulfoxide or sulfone group, or an N-oxide group. In some embodiments, heterocyclic groups may be optionally substituted by 1 or 2 oxo (═O) substituents.

The term “sulfido” refers to a sulfur atom as a divalent substituent, forming a thiocarbonyl group (C═S) when attached to carbon.

The term “oxidized” in reference to a ring-forming N atom refers to a ring-forming N-oxide.

The term “oxidized” in reference to a ring-forming S atom refers to a ring-forming sulfonyl or ring-forming sulfinyl.

The term “aromatic” refers to a carbocycle or heterocycle having one or more polyunsaturated rings having aromatic character (i.e., having (4n+2) delocalized π (pi) electrons where n is an integer).

The term “aryl,” employed alone or in combination with other terms, refers to an aromatic hydrocarbon group, which may be monocyclic or polycyclic (e.g., having 2 fused rings). The term “C_(n-m) aryl” refers to an aryl group having from n to m ring carbon atoms. Aryl groups include, e.g., phenyl, naphthyl, and the like. In some embodiments, aryl groups have from 6 to about 10 carbon atoms. In some embodiments aryl groups have 6 carbon atoms. In some embodiments aryl groups have 10 carbon atoms. In some embodiments, the aryl group is phenyl. In some embodiments, the aryl group is naphthyl.

The term “heteroaryl” or “heteroaromatic,” employed alone or in combination with other terms, refers to a monocyclic or polycyclic aromatic heterocycle having at least one heteroatom ring member selected from sulfur, oxygen and nitrogen. In some embodiments, the heteroaryl ring has 1, 2, 3 or 4 heteroatom ring members independently selected from nitrogen, sulfur and oxygen. In some embodiments, any ring-forming N in a heteroaryl moiety can be an N-oxide. In some embodiments, the heteroaryl has 5-14 ring atoms including carbon atoms and 1, 2, 3 or 4 heteroatom ring members independently selected from nitrogen, sulfur and oxygen. In some embodiments, the heteroaryl has 5-10 ring atoms including carbon atoms and 1, 2, 3 or 4 heteroatom ring members independently selected from nitrogen, sulfur and oxygen. In some embodiments, the heteroaryl has 5-6 ring atoms and 1 or 2 heteroatom ring members independently selected from nitrogen, sulfur and oxygen. In some embodiments, the heteroaryl is a five-membered or six-membered heteroaryl ring. In other embodiments, the heteroaryl is an eight-membered, nine-membered or ten-membered fused bicyclic heteroaryl ring. Example heteroaryl groups include, but are not limited to, pyridinyl (pyridyl), pyrimidinyl, pyrazinyl, pyridazinyl, pyrrolyl, pyrazolyl, azolyl, oxazolyl, isoxazolyl, thiazolyl, imidazolyl, furanyl, thiophenyl, quinolinyl, isoquinolinyl, naphthyridinyl (including 1,2-, 1,3-, 1,4-, 1,5-, 1,6-, 1,7-, 1,8-, 2,3- and 2,6-naphthyridine), indolyl, isoindolyl, benzothiophenyl, benzofuranyl, benzisoxazolyl, imidazo[1,2-b]thiazolyl, purinyl, and the like. In some embodiments, the heteroaryl group is pyridone (e.g., 2-pyridone).

A five-membered heteroaryl ring is a heteroaryl group having five ring atoms wherein one or more (e.g., 1, 2 or 3) ring atoms are independently selected from N, O and S. Exemplary five-membered ring heteroaryls include thienyl, furyl, pyrrolyl, imidazolyl, thiazolyl, oxazolyl, pyrazolyl, isothiazolyl, isoxazolyl, 1,2,3-triazolyl, tetrazolyl, 1,2,3-thiadiazolyl, 1,2,3-oxadiazolyl, 1,2,4-triazolyl, 1,2,4-thiadiazolyl, 1,2,4-oxadiazolyl, 1,3,4-triazolyl, 1,3,4-thiadiazolyl and 1,3,4-oxadiazolyl.

A six-membered heteroaryl ring is a heteroaryl group having six ring atoms wherein one or more (e.g., 1, 2 or 3) ring atoms are independently selected from N, O and S. Exemplary six-membered ring heteroaryls are pyridyl, pyrazinyl, pyrimidinyl, triazinyl, isoindolyl, and pyridazinyl.

The term “cycloalkyl,” employed alone or in combination with other terms, refers to a non-aromatic hydrocarbon ring system (monocyclic, bicyclic or polycyclic), including cyclized alkyl and alkenyl groups. The term “C_(n-m) cycloalkyl” refers to a cycloalkyl that has n to m ring member carbon atoms. Cycloalkyl groups can include mono- or polycyclic (e.g., having 2, 3 or 4 fused rings) groups and spirocycles. Cycloalkyl groups can have 3, 4, 5, 6 or 7 ring-forming carbons (C₃₋₇). In some embodiments, the cycloalkyl group has 3 to 6 ring members, 3 to 5 ring members, or 3 to 4 ring members. In some embodiments, the cycloalkyl group is monocyclic. In some embodiments, the cycloalkyl group is monocyclic or bicyclic. In some embodiments, the cycloalkyl group is a C₃₋₆ monocyclic cycloalkyl group. Ring-forming carbon atoms of a cycloalkyl group can be optionally oxidized to form an oxo or sulfido group. Cycloalkyl groups also include cycloalkylidenes. In some embodiments, cycloalkyl is cyclopropyl, cyclobutyl, cyclopentyl or cyclohexyl. Also included in the definition of cycloalkyl are moieties that have one or more aromatic rings fused (i.e., having a bond in common with) to the cycloalkyl ring, e.g., benzo or thienyl derivatives of cyclopentane, cyclohexane and the like. A cycloalkyl group containing a fused aromatic ring can be attached through any ring-forming atom including a ring-forming atom of the fused aromatic ring. Examples of cycloalkyl groups include cyclopropyl, cyclobutyl, cyclopentyl, cyclohexyl, cycloheptyl, cyclopentenyl, cyclohexenyl, cyclohexadienyl, cycloheptatrienyl, norbornyl, norpinyl, norcarnyl, bicyclo[1.1.1]pentanyl, bicyclo[2.1.1]hexanyl, and the like. In some embodiments, the cycloalkyl group is cyclopropyl, cyclobutyl, cyclopentyl, or cyclohexyl.

The term “heterocycloalkyl,” employed alone or in combination with other terms, refers to a non-aromatic ring or ring system, which may optionally contain one or more alkenylene groups as part of the ring structure, which has at least one heteroatom ring member independently selected from nitrogen, sulfur, oxygen and phosphorus, and which has 4-10 ring members, 4-7 ring members, or 4-6 ring members. Included within the term “heterocycloalkyl” are monocyclic 4-, 5-, 6- and 7-membered heterocycloalkyl groups. Heterocycloalkyl groups can include mono- or bicyclic (e.g., having two fused or bridged rings) or spirocyclic ring systems. In some embodiments, the heterocycloalkyl group is a monocyclic group having 1, 2 or 3 heteroatoms independently selected from nitrogen, sulfur and oxygen. Ring-forming carbon atoms and heteroatoms of a heterocycloalkyl group can be optionally oxidized to form an oxo or sulfido group or other oxidized linkage (e.g., C(O), S(O), C(S) or S(O)₂, N-oxide etc.) or a nitrogen atom can be quaternized. The heterocycloalkyl group can be attached through a ring-forming carbon atom or a ring-forming heteroatom. In some embodiments, the heterocycloalkyl group contains 0 to 3 double bonds. In some embodiments, the heterocycloalkyl group contains 0 to 2 double bonds. Also included in the definition of heterocycloalkyl are moieties that have one or more aromatic rings fused (i.e., having a bond in common with) to the heterocycloalkyl ring, e.g., benzo or thienyl derivatives of piperidine, morpholine, azepine, etc. A heterocycloalkyl group containing a fused aromatic ring can be attached through any ring-forming atom including a ring-forming atom of the fused aromatic ring. Examples of heterocycloalkyl groups include 2,5-diazobicyclo[2.2.1]heptanyl; pyrrolidinyl; 2,5-diazobicyclo[2.2.1]octanyl; 2-oxa-5-azabicyclo[2.2.1]heptan-5-yl; morpholino; 6-oxo-2,7-diazaspiro[4.4]nonanyl; azetidinyl; 2-oxopyrrolidinyl; piperidinyl; and piperazinyl.

At certain places, the definitions or embodiments refer to specific rings (e.g., an azetidine ring, a pyridine ring, etc.). Unless otherwise indicated, these rings can be attached to any ring member provided that the valency of the atom is not exceeded. For example, an azetidine ring may be attached at any position of the ring, whereas an azetidin-3-yl ring is attached at the 3-position.

The compounds described herein can be asymmetric (e.g., having one or more stereocenters). All stereoisomers, such as enantiomers and diastereomers, are intended unless otherwise indicated. Compounds of the present invention that contain asymmetrically substituted carbon atoms can be isolated in optically active or racemic forms. Methods on how to prepare optically active forms from optically inactive starting materials are known in the art, such as by resolution of racemic mixtures or by stereoselective synthesis. Many geometric isomers of olefins, C═N double bonds and the like can also be present in the compounds described herein, and all such stable isomers are contemplated in the present invention. Cis and trans geometric isomers of the compounds of the present invention are described and may be isolated as a mixture of isomers or as separated isomeric forms.

Resolution of racemic mixtures of compounds can be carried out by any of numerous methods known in the art. One method includes fractional recrystallization using a chiral resolving acid which is an optically active, salt-forming organic acid. Suitable resolving agents for fractional recrystallization methods are, e.g., optically active acids, such as the D and L forms of tartaric acid, diacetyltartaric acid, dibenzoyltartaric acid, mandelic acid, malic acid, lactic acid or the various optically active camphorsulfonic acids such as β-camphorsulfonic acid. Other resolving agents suitable for fractional crystallization methods include stereoisomerically pure forms of α-methylbenzylamine (e.g., S and R forms, or diastereomerically pure forms), 2-phenylglycinol, norephedrine, ephedrine, N-methylephedrine, cyclohexylethylamine, 1,2-diaminocyclohexane and the like.

Resolution of racemic mixtures can also be carried out by elution on a column packed with an optically active resolving agent (e.g., dinitrobenzoylphenylglycine). Suitable elution solvent composition can be determined by one skilled in the art.

In some embodiments, the compounds of the invention have the (R)-configuration. In other embodiments, the compounds have the (S)-configuration. In compounds with more than one chiral centers, each of the chiral centers in the compound may be independently (R) or (S), unless otherwise indicated.

Compounds of the invention also include tautomeric forms. Tautomeric forms result from the swapping of a single bond with an adjacent double bond together with the concomitant migration of a proton. Tautomeric forms include prototropic tautomers which are isomeric protonation states having the same empirical formula and total charge. Example prototropic tautomers include ketone-enol pairs, amide-imidic acid pairs, lactam-lactim pairs, enamine-imine pairs, and annular forms where a proton can occupy two or more positions of a heterocyclic system, e.g., 1H- and 3H-imidazole, 1H-, 2H- and 4H-1,2,4-triazole, 1H- and 2H-isoindole and 1H- and 2H-pyrazole. Tautomeric forms can be in equilibrium or sterically locked into one form by appropriate substitution.

Compounds of the invention can also include all isotopes of atoms occurring in the intermediates or final compounds. Isotopes include those atoms having the same atomic number but different mass numbers. For example, isotopes of hydrogen include tritium and deuterium. One or more constituent atoms of the compounds of the invention can be replaced or substituted with isotopes of the atoms in natural or non-natural abundance. In some embodiments, the compound includes at least one deuterium atom. For example, one or more hydrogen atoms in a compound of the present disclosure can be replaced or substituted by deuterium. In some embodiments, the compound includes two or more deuterium atoms. In some embodiments, the compound includes 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 or 12 deuterium atoms. Synthetic methods for including isotopes into organic compounds are known in the art (Deuterium Labeling in Organic Chemistry by Alan F. Thomas (New York, N.Y., Appleton-Century-Crofts, 1971; The Renaissance of H/D Exchange by Jens Atzrodt, Volker Derdau, Thorsten Fey and Jochen Zimmermann, Angew. Chem. Int. Ed. 2007, 7744-7765; The Organic Chemistry of Isotopic Labelling by James R. Hanson, Royal Society of Chemistry, 2011). Isotopically labeled compounds can used in various studies such as NMR spectroscopy, metabolism experiments, and/or assays.

Substitution with heavier isotopes such as deuterium, may afford certain therapeutic advantages resulting from greater metabolic stability, for example, increased in vivo half-life or reduced dosage requirements, and hence may be preferred in some circumstances. (A. Kerekes et. al. J. Med. Chem. 2011, 54, 201-210; R. Xu et. al. J. Label Compd. Radiopharm. 2015, 58, 308-312).

The term, “compound,” as used herein is meant to include all stereoisomers, geometric isomers, tautomers and isotopes of the structures depicted. The term is also meant to refer to compounds of the inventions, regardless of how they are prepared, e.g., synthetically, through biological process (e.g., metabolism or enzyme conversion), or a combination thereof.

All compounds, and pharmaceutically acceptable salts thereof, can be found together with other substances such as water and solvents (e.g., hydrates and solvates) or can be isolated. When in the solid state, the compounds described herein and salts thereof may occur in various forms and may, e.g., take the form of solvates, including hydrates. The compounds may be in any solid state form, such as a polymorph or solvate, so unless clearly indicated otherwise, reference in the specification to compounds and salts thereof should be understood as encompassing any solid state form of the compound.

In some embodiments, the compounds of the invention, or salts thereof, are substantially isolated. By “substantially isolated” is meant that the compound is at least partially or substantially separated from the environment in which it was formed or detected. Partial separation can include, e.g., a composition enriched in the compounds of the invention. Substantial separation can include compositions containing at least about 50%, at least about 60%, at least about 70%, at least about 80%, at least about 90%, at least about 95%, at least about 97%, or at least about 99% by weight of the compounds of the invention, or salt thereof.

The phrase “pharmaceutically acceptable” is employed herein to refer to those compounds, materials, compositions and/or dosage forms which are, within the scope of sound medical judgment, suitable for use in contact with the tissues of human beings and animals without excessive toxicity, irritation, allergic response, or other problem or complication, commensurate with a reasonable benefit/risk ratio.

The expressions, “ambient temperature” and “room temperature,” as used herein, are understood in the art, and refer generally to a temperature, e.g., a reaction temperature, that is about the temperature of the room in which the reaction is carried out, e.g., a temperature from about 20° C. to about 30° C.

The present invention also includes pharmaceutically acceptable salts of the compounds described herein. The term “pharmaceutically acceptable salts” refers to derivatives of the disclosed compounds wherein the parent compound is modified by converting an existing acid or base moiety to its salt form. Examples of pharmaceutically acceptable salts include, but are not limited to, mineral or organic acid salts of basic residues such as amines; alkali or organic salts of acidic residues such as carboxylic acids; and the like. The pharmaceutically acceptable salts of the present invention include the non-toxic salts of the parent compound formed, e.g., from non-toxic inorganic or organic acids. The pharmaceutically acceptable salts of the present invention can be synthesized from the parent compound which contains a basic or acidic moiety by conventional chemical methods. Generally, such salts can be prepared by reacting the free acid or base forms of these compounds with a stoichiometric amount of the appropriate base or acid in water or in an organic solvent, or in a mixture of the two; generally, non-aqueous media like ether, ethyl acetate, alcohols (e.g., methanol, ethanol, iso-propanol or butanol) or acetonitrile (MeCN) are preferred. Lists of suitable salts are found in Remington's Pharmaceutical Sciences, 17^(th) Ed., (Mack Publishing Company, Easton, 1985), p. 1418, Berge et al., J. Pharm. Sci., 1977, 66(1), 1-19 and in Stahl et al., Handbook of Pharmaceutical Salts: Properties, Selection, and Use, (Wiley, 2002). In some embodiments, the compounds described herein include the N-oxide forms.

Synthesis

Compounds of the invention, including salts thereof, can be prepared using known organic synthesis techniques and can be synthesized according to any of numerous possible synthetic routes, such as those in the Schemes below.

The reactions for preparing compounds of the invention can be carried out in suitable solvents which can be readily selected by one of skill in the art of organic synthesis. Suitable solvents can be substantially non-reactive with the starting materials (reactants), the intermediates or products at the temperatures at which the reactions are carried out, e.g., temperatures which can range from the solvent's freezing temperature to the solvent's boiling temperature. A given reaction can be carried out in one solvent or a mixture of more than one solvent. Depending on the particular reaction step, suitable solvents for a particular reaction step can be selected by the skilled artisan.

Preparation of compounds of the invention can involve the protection and deprotection of various chemical groups. The need for protection and deprotection, and the selection of appropriate protecting groups, can be readily determined by one skilled in the art. The chemistry of protecting groups is described, e.g., in Kocienski, Protecting Groups, (Thieme, 2007); Robertson, Protecting Group Chemistry, (Oxford University Press, 2000); Smith et al., March's Advanced Organic Chemistry: Reactions, Mechanisms, and Structure, 6^(th) Ed. (Wiley, 2007); Peturssion et al., “Protecting Groups in Carbohydrate Chemistry,” J. Chem. Educ., 1997, 74(11), 1297; and Wuts et al., Protective Groups in Organic Synthesis, 4th Ed., (Wiley, 2006).

Reactions can be monitored according to any suitable method known in the art. For example, product formation can be monitored by spectroscopic means, such as nuclear magnetic resonance spectroscopy (e.g., ¹H or ¹³C), infrared spectroscopy, spectrophotometry (e.g., UV-visible), mass spectrometry or by chromatographic methods such as high performance liquid chromatography (HPLC) or thin layer chromatography (TLC).

The Schemes below provide general guidance in connection with preparing the compounds of the invention. One skilled in the art would understand that the preparations shown in the Schemes can be modified or optimized using general knowledge of organic chemistry to prepare various compounds of the invention. Compounds of Formula (I) can be prepared, e.g., using a process as illustrated in the schemes below.

Compounds of formula 1-5 can be accessed through the process illustrated in Scheme 1. In Scheme 1, the halogen substituent in appropriately substituted compounds of formula 1-1 can be converted into R¹ by a number of methods, e.g. by nucleophilic displacement with an appropriate amine nucleophile in a suitable solvent (e.g. DMSO, DMF, dioxane) with a suitable base (e.g. triethylamine or DIPEA), or by a suitable cross-coupling, including Buchwald-Hartwig amination (Chem. Sci. 2011, 2, 27-50) (e.g. in the presence of a palladium precatalyst, such as RuPhos Pd G2), Negishi (ACS Catalysis 2016, 6, 1540-1552) or Suzuki (Tetrahedron 2002, 58, 9633-9695) (e.g. in the presence of a palladium precatalyst, such as XPhos Pd G2), to give compounds of formula 1-2. Acylation of the aniline nitrogen with an appropriate acid halide (i.e. acid chloride, acid bromide) or acid anhydride (e.g. acetic anhydride) in a suitable solvent (e.g. CH₂Cl₂, THF, AcOH, pyridine) provides compounds of formula 1-3. Benzimidazole ring formation via reaction with an appropriate amine nucleophile (e.g. NH₂R^(Y)) in a suitable solvent (e.g. DMSO, DMF, dioxane) provides compounds of the desired formula (1-5). Alternatively, nucleophilic displacement of the fluoro substituent in compounds of formula 1-2 with the appropriate amine nucleophile (e.g. NH₂R^(Y)) in a suitable solvent (e.g. DMSO, DMF, dioxane) with a suitable base (e.g. triethylamine or DIPEA) furnishes compounds of formula 1-4. Compounds of the desired formula 1-5 can be accessed via reaction with a trialkyl orthoformate (e.g. triethyl orthoformate) or an acid halide or acid anhydride to allow for exploration of R² at a later stage.

Alternatively, for the later stage exploration of substitution at position R¹, compounds of formula 2-4 can be prepared using the process depicted in Scheme 2. In Scheme 2, appropriately substituted compounds of formula 2-1 are converted into compounds of formula 2-2 using an appropriate acid halide or acid anhydride in a suitable solvent (e.g. CH₂Cl₂, THF, AcOH, pyridine). Nitration of formula 2-2 (e.g. nitric acid in the presence of sulfuric acid) provides compounds of formula 2-3. Finally, formation of the benzimidazole ring is accomplished via reaction with an appropriate amine nucleophile (e.g. NH₂R^(Y)) in a suitable solvent (e.g. DMSO, DMF, dioxane) to give compounds of the desired formula (2-4).

Compounds of formula 3-5 can be prepared using the process illustrated in Scheme 3. In Scheme 3, an appropriately substituted aniline of formula 3-1 is converted into a formamide via treatment with formic acid in the presence of acetic anhydride to provide compounds of formula 3-2. Nitration of formula 3-2 (e.g. nitric acid in the presence of sulfuric acid) provides compounds of formula 3-3. Removal of the formyl group and nucleophilic displacement of the fluoro substituent in compounds of formula 3-3 is accomplished via reaction with the appropriate amine nucleophile (e.g. NH₂R^(Y)) in a suitable solvent (e.g. DMSO, DMF, dioxane) with a suitable base (e.g. triethylamine or DIPEA), providing compounds of formula 3-4. Finally, formation of the benzimidazole ring can be achieved by reaction with a trialkyl orthoformate (e.g. triethyl orthoformate) or an acid halide or acid anhydride to give compounds of formula 3-5.

Compounds of formula I with a variety of substitution at R¹ can be prepared using the process illustrated in Scheme 4. In the process depicted in Scheme 4, the halogen substituent in appropriately substituted compounds of formula 4-1 can be converted into R¹ by a number of methods, e.g. by nucleophilic displacement with the appropriate amine nucleophile in a suitable solvent (e.g. DMSO, DMF, dioxane) with a suitable base (e.g. triethylamine or DIPEA) or by a suitable cross-coupling, including Buchwald-Hartwig amination (e.g. in the presence of a palladium precatalyst, such as RuPhos Pd G2), Negishi or Suzuki (e.g. in the presence of a palladium precatalyst, such as XPhos Pd G2), to give compounds of formula 4-2. Reduction of the nitro group with an appropriate reducing agent (e.g. iron in the presence of ammonium chloride) affords compounds of formula 4-3. Finally, compounds of the desired formula I are accessed by amide bond formation that is achieved via the union of compounds of formula 4-3 with acids of formula 4-5 (e.g. using HATU and a base such as triethylamine in an appropriate solvent such as DMF). The required acids of formula 4-5 can be prepared by coupling of a heteroaryl halide (i.e. chloro, bromo or iodo) of formula 4-4 and Cy^(B)-M (M=e.g. appropriately functionalized boron, stannyl or zinc species) by a suitable cross-cross coupling, such as Suzuki (e.g. in the presence of a palladium precatalyst, such as XPhos Pd G2, and a base such as potassium phosphate, tribasic) or Stille (ACS Catalysis 2015, 5, 3040-3053) (e.g. in the presence of a palladium catalyst such as (PPh₃)₂PdCl₂ and base such as triethylamine).

Alternatively, compounds of formula I with substitution at R^(Y) can be accessed via alkylation of compounds of formula 5-1 using a suitable electrophile (e.g. an alkyl halide) in the presence of a suitable base (e.g. sodium tert-butoxide or cesium carbonate) in a suitable solvent (DMSO, DMF) or via arylation of compounds of formula 5-1 via Cu-catalyzed amination (Org. React. 2014, 85, 1-688) (e.g., in the presence of Cu catalyst, ligand, and base, such as CuI, N,N-dimethylcyclohexane-1,2-diamine, and potassium phosphate tribasic) to provide compounds of formula I.

HPK1 Kinase

Studies have established that HPK1 is a negative regulator of T cell and B cell activation (Hu, M. C., et al., Genes Dev, 1996. 10(18): p. 2251-64; Kiefer, F., et al., EMBO J, 1996. 15(24): p. 7013-25). HPK1-deficient mouse T cells showed dramatically increased activation of TCR proximal signaling, enhanced IL-2 production, and hyper-proliferation in vitro upon anti-CD3 stimulation (Shui, J. W., et al., Nat Immunol, 2007. 8(1): p. 84-91). Similar to T cells, HPK1 knockout B cells produced much higher levels of IgM and IgG isoforms after KLH immunization and displayed hyper-proliferation potentially as a result of enhanced BCR signaling. Wang, X., et al., J Biol Chem, 2012. 287(14): p. 11037-48. Mechanistically, during TCR or BCR signaling, HPK1 is activated by LCK/ZAP70 (T cells) or SYK/LYN (B cells) mediated-Tyr379 phosphorylation and its subsequent binding to adaptor protein SLP-76 (T cells) or BLNK (B cells) (Wang, X., et al., J Biol Chem, 2012. 287(14): p. 11037-48). Activated HPK1 phosphorylates SLP-76 on Ser376 or BLNK on Thr152, leading to the recruitment of signaling molecule 14-3-3 and ultimate ubiquitination-mediated degradation of SLP-76 or BLNK (Liou, J., et al., Immunity, 2000. 12(4): p. 399-408; Di Bartolo, V., et al., J Exp Med, 2007. 204(3): p. 681-91). As SLP-76 and BLNK are essential for TCR/BCR-mediated signaling activation (e.g. ERK, phospholipase Cγ1, calcium flux, and NFAT activation), HPK1-mediated downregulation of these adaptor proteins provide a negative feedback mechanism to attenuate signaling intensity during T cell or B cell activation (Wang, X., et al., J Biol Chem, 2012. 287(14): p. 11037-48).

The bone marrow-derived dendritic cells (BDMCs) from HPK1 knockout mice showed higher expression of co-stimulatory molecules (e.g. CD80/CD86) and enhanced production of proinflammatory cytokines (IL-12, TNF-α etc), and demonstrated superior ability to stimulate T cell proliferation in vitro and in vivo as compared to wild-type DCs (Alzabin, S., et al., J Immunol, 2009. 182(10): p. 6187-94). These data suggest that HPK1 is also an important negative regulator of dendritic cell activation (Alzabin, S., et al., J Immunol, 2009. 182(10): p. 6187-94). However, the signaling mechanisms underlying HPK-1 mediated negative regulation of DC activation remains to be elucidated.

In contrast, HPK1 appears to be a positive regulator of suppressive functions of regulatory T cells (Treg) (Sawasdikosol, S. et al., The journal of immunology, 2012. 188(supplement 1): p. 163). HPK1 deficient mouse Foxp3+ Tregs were defective in suppressing TCR-induced effector T cell proliferation, and paradoxically gained the ability to produce IL-2 following TCR engagement (Sawasdikosol, S. et al., The Journal of Immunology, 2012. 188(supplement 1): p. 163). These data suggest that HPK1 is an important regulator of Treg functions and peripheral self-tolerance.

HPK1 was also involved in PGE2-mediated inhibition of CD4+ T cell activation (Ikegami, R., et al., J Immunol, 2001. 166(7): p. 4689-96). Studies published in US 2007/0087988 indicated that HPK1 kinase activity was increased by exposure to physiological concentrations of PGE2 in CD4+ T cells and this effect was mediated by PEG2-induced PKA activation. The proliferation of HPK1 deficient T cells was resistant to the suppressive effects of PGE2 (see US 2007/0087988). Therefore, PGE2-mediated activation of HPK1 may represent a novel regulatory pathway of modulating immune response.

The present disclosure provides methods of modulating (e.g., inhibiting) HPK1 activity, by contacting HPK1 with a compound of the invention, or a pharmaceutically acceptable salt thereof. In some embodiments, the contacting can be administering to a patient a compound provided herein, or a pharmaceutically acceptable salt thereof. In certain embodiments, the compounds of the present disclosure, or pharmaceutically acceptable salts thereof, are useful for therapeutic administration to enhance, stimulate and/or increase immunity in cancer. For example, a method of treating a disease or disorder associated with inhibition of HPK1 interaction can include administering to a patient in need thereof a therapeutically effective amount of a compound provided herein, or a pharmaceutically acceptable salt thereof. The compounds of the present disclosure can be used alone, in combination with other agents or therapies or as an adjuvant or neoadjuvant for the treatment of diseases or disorders, including cancers. For the uses described herein, any of the compounds of the disclosure, including any of the embodiments thereof, may be used.

Examples of cancers that are treatable using the compounds of the present disclosure include, but are not limited to, bone cancer, pancreatic cancer, skin cancer, cancer of the head or neck, cutaneous or intraocular malignant melanoma, uterine cancer, ovarian cancer, rectal cancer, cancer of the anal region, stomach cancer, testicular cancer, uterine cancer, carcinoma of the fallopian tubes, carcinoma of the endometrium, endometrial cancer, carcinoma of the cervix, carcinoma of the vagina, carcinoma of the vulva, Hodgkin's Disease, non-Hodgkin's lymphoma, cancer of the esophagus, cancer of the small intestine, cancer of the endocrine system, cancer of the thyroid gland, cancer of the parathyroid gland, cancer of the adrenal gland, sarcoma of soft tissue, cancer of the urethra, cancer of the penis, chronic or acute leukemias including acute myeloid leukemia, chronic myeloid leukemia, acute lymphoblastic leukemia, chronic lymphocytic leukemia, solid tumors of childhood, lymphocytic lymphoma, cancer of the bladder, cancer of the kidney or urethra, carcinoma of the renal pelvis, neoplasm of the central nervous system (CNS), primary CNS lymphoma, tumor angiogenesis, spinal axis tumor, brain stem glioma, pituitary adenoma, Kaposi's sarcoma, epidermoid cancer, squamous cell cancer, T-cell lymphoma, environmentally induced cancers including those induced by asbestos, and combinations of said cancers.

In some embodiments, cancers treatable with compounds of the present disclosure include melanoma (e.g., metastatic malignant melanoma), renal cancer (e.g. clear cell carcinoma), prostate cancer (e.g. hormone refractory prostate adenocarcinoma), breast cancer, triple-negative breast cancer, colon cancer and lung cancer (e.g. non-small cell lung cancer and small cell lung cancer). Additionally, the disclosure includes refractory or recurrent malignancies whose growth may be inhibited using the compounds of the disclosure.

In some embodiments, cancers that are treatable using the compounds of the present disclosure include, but are not limited to, solid tumors (e.g., prostate cancer, colon cancer, esophageal cancer, endometrial cancer, ovarian cancer, uterine cancer, renal cancer, hepatic cancer, pancreatic cancer, gastric cancer, breast cancer, lung cancer, cancers of the head and neck, thyroid cancer, glioblastoma, sarcoma, bladder cancer, etc.), hematological cancers (e.g., lymphoma, leukemia such as acute lymphoblastic leukemia (ALL), acute myelogenous leukemia (AML), chronic lymphocytic leukemia (CLL), chronic myelogenous leukemia (CML), DLBCL, mantle cell lymphoma, Non-Hodgkin lymphoma (including relapsed or refractory NHL and recurrent follicular), Hodgkin lymphoma or multiple myeloma) and combinations of said cancers.

In some embodiments, diseases and indications that are treatable using the compounds of the present disclosure include, but are not limited to hematological cancers, sarcomas, lung cancers, gastrointestinal cancers, genitourinary tract cancers, liver cancers, bone cancers, nervous system cancers, gynecological cancers, and skin cancers.

Exemplary hematological cancers include lymphomas and leukemias such as acute lymphoblastic leukemia (ALL), acute myelogenous leukemia (AML), acute promyelocytic leukemia (APL), chronic lymphocytic leukemia (CLL), chronic myelogenous leukemia (CML), diffuse large B-cell lymphoma (DLBCL), mantle cell lymphoma, Non-Hodgkin lymphoma (including relapsed or refractory NHL and recurrent follicular), Hodgkin lymphoma, myeloproliferative diseases (e.g., primary myelofibrosis (PMF), polycythemia vera (PV), essential thrombocytosis (ET)), myelodysplasia syndrome (MDS), T-cell acute lymphoblastic lymphoma (T-ALL), multiple myeloma, cutaneous T-cell lymphoma, Waldenstrom's Macroglubulinemia, hairy cell lymphoma, chronic myelogenic lymphoma and Burkitt's lymphoma.

Exemplary sarcomas include chondrosarcoma, Ewing's sarcoma, osteosarcoma, rhabdomyosarcoma, angiosarcoma, fibrosarcoma, liposarcoma, myxoma, rhabdomyoma, rhabdosarcoma, fibroma, lipoma, harmatoma, and teratoma.

Exemplary lung cancers include non-small cell lung cancer (NSCLC), small cell lung cancer, bronchogenic carcinoma (squamous cell, undifferentiated small cell, undifferentiated large cell, adenocarcinoma), alveolar (bronchiolar) carcinoma, bronchial adenoma, chondromatous hamartoma, and mesothelioma.

Exemplary gastrointestinal cancers include cancers of the esophagus (squamous cell carcinoma, adenocarcinoma, leiomyosarcoma, lymphoma), stomach (carcinoma, lymphoma, leiomyosarcoma), pancreas (ductal adenocarcinoma, insulinoma, glucagonoma, gastrinoma, carcinoid tumors, vipoma), small bowel (adenocarcinoma, lymphoma, carcinoid tumors, Kaposi's sarcoma, leiomyoma, hemangioma, lipoma, neurofibroma, fibroma), large bowel (adenocarcinoma, tubular adenoma, villous adenoma, hamartoma, leiomyoma), and colorectal cancer.

Exemplary genitourinary tract cancers include cancers of the kidney (adenocarcinoma, Wilm's tumor [nephroblastoma]), bladder and urethra (squamous cell carcinoma, transitional cell carcinoma, adenocarcinoma), prostate (adenocarcinoma, sarcoma), and testis (seminoma, teratoma, embryonal carcinoma, teratocarcinoma, choriocarcinoma, sarcoma, interstitial cell carcinoma, fibroma, fibroadenoma, adenomatoid tumors, lipoma).

Exemplary liver cancers include hepatoma (hepatocellular carcinoma), cholangiocarcinoma, hepatoblastoma, angiosarcoma, hepatocellular adenoma, and hemangioma.

Exemplary bone cancers include, for example, osteogenic sarcoma (osteosarcoma), fibrosarcoma, malignant fibrous histiocytoma, chondrosarcoma, Ewing's sarcoma, malignant lymphoma (reticulum cell sarcoma), multiple myeloma, malignant giant cell tumor chordoma, osteochronfroma (osteocartilaginous exostoses), benign chondroma, chondroblastoma, chondromyxofibroma, osteoid osteoma, and giant cell tumors

Exemplary nervous system cancers include cancers of the skull (osteoma, hemangioma, granuloma, xanthoma, osteitis deformans), meninges (meningioma, meningiosarcoma, gliomatosis), brain (astrocytoma, meduoblastoma, glioma, ependymoma, germinoma (pinealoma), glioblastoma, glioblastoma multiform, oligodendroglioma, schwannoma, retinoblastoma, congenital tumors), and spinal cord (neurofibroma, meningioma, glioma, sarcoma), as well as neuroblastoma and Lhermitte-Duclos disease.

Exemplary gynecological cancers include cancers of the uterus (endometrial carcinoma), cervix (cervical carcinoma, pre-tumor cervical dysplasia), ovaries (ovarian carcinoma (serous cystadenocarcinoma, mucinous cystadenocarcinoma, unclassified carcinoma), granulosa-thecal cell tumors, Sertoli-Leydig cell tumors, dysgerminoma, malignant teratoma), vulva (squamous cell carcinoma, intraepithelial carcinoma, adenocarcinoma, fibrosarcoma, melanoma), vagina (clear cell carcinoma, squamous cell carcinoma, botryoid sarcoma (embryonal rhabdomyosarcoma), and fallopian tubes (carcinoma).

Exemplary skin cancers include melanoma, basal cell carcinoma, squamous cell carcinoma, Kaposi's sarcoma, Merkel cell skin cancer, moles dysplastic nevi, lipoma, angioma, dermatofibroma, and keloids. In some embodiments, diseases and indications that are treatable using the compounds of the present disclosure include, but are not limited to, sickle cell disease (e.g., sickle cell anemia), triple-negative breast cancer (TNBC), myelodysplastic syndromes, testicular cancer, bile duct cancer, esophageal cancer, and urothelial carcinoma.

Exemplary head and neck cancers include glioblastoma, melanoma, rhabdosarcoma, lymphosarcoma, osteosarcoma, squamous cell carcinomas, adenocarcinomas, oral cancer, laryngeal cancer, nasopharyngeal cancer, nasal and paranasal cancers, thyroid and parathyroid cancers.

In some embodiments, HPK1 inhibitors may be used to treat tumors producing PGE2 (e.g. Cox-2 overexpressing tumors) and/or adenosine (CD73 and CD39 over-expressing tumors). Overexpression of Cox-2 has been detected in a number of tumors, such as colorectal, breast, pancreatic and lung cancers, where it correlates with a poor prognosis. Overexpression of COX-2 has been reported in hematological cancer models such as RAJI (Burkitt's lymphoma) and U937 (acute promonocytic leukemia) as well as in patient's blast cells. CD73 is up-regulated in various human carcinomas including those of colon, lung, pancreas and ovary. Importantly, higher expression levels of CD73 are associated with tumor neovascularization, invasiveness, and metastasis and with shorter patient survival time in breast cancer.

As used herein, the term “contacting” refers to the bringing together of the indicated moieties in an in vitro system or an in vivo system such that they are in sufficient physical proximity to interact.

The terms “individual” or “patient,” used interchangeably, refer to any animal, including mammals, preferably mice, rats, other rodents, rabbits, dogs, cats, swine, cattle, sheep, horses, or primates, and most preferably humans.

The phrase “therapeutically effective amount” refers to the amount of active compound or pharmaceutical agent that elicits the biological or medicinal response in a tissue, system, animal, individual or human that is being sought by a researcher, veterinarian, medical doctor or other clinician.

As used herein, the term “treating” or “treatment” refers to one or more of (1) inhibiting the disease; e.g., inhibiting a disease, condition or disorder in an individual who is experiencing or displaying the pathology or symptomatology of the disease, condition or disorder (i.e., arresting further development of the pathology and/or symptomatology); and (2) ameliorating the disease; e.g., ameliorating a disease, condition or disorder in an individual who is experiencing or displaying the pathology or symptomatology of the disease, condition or disorder (i.e., reversing the pathology and/or symptomatology) such as decreasing the severity of disease.

In some embodiments, the compounds of the invention are useful in preventing or reducing the risk of developing any of the diseases referred to herein; e.g., preventing or reducing the risk of developing a disease, condition or disorder in an individual who may be predisposed to the disease, condition or disorder but does not yet experience or display the pathology or symptomatology of the disease.

Combination Therapies

I. Immune-Checkpoint Therapies

In some embodiments, the HPK1 inhibitors provided herein can be used in combination with one or more immune checkpoint inhibitors for the treatment of cancer as described herein. Compounds of the present disclosure can be used in combination with one or more immune checkpoint inhibitors. Exemplary immune checkpoint inhibitors include inhibitors against immune checkpoint molecules such as CD20, CD28, CD40, CD122, CD96, CD73, CD47, GITR, CSF1R, JAK, PI3K delta, PI3K gamma, TAM, arginase, HPK1, CD137 (also known as 4-1BB), ICOS, B7-H3, B7-H4, BTLA, CTLA-4, LAG3, TIM3, VISTA, TIGIT, PD-1, PD-L1 and PD-L2. In some embodiments, the immune checkpoint molecule is a stimulatory checkpoint molecule selected from CD27, CD28, CD40, ICOS, OX40, GITR and CD137. In some embodiments, the immune checkpoint molecule is an inhibitory checkpoint molecule selected from A2AR, B7-H3, B7-H4, BTLA, CTLA-4, IDO, KIR, LAG3, PD-1, TIM3, TIGIT, and VISTA. In some embodiments, the compounds of the disclosure provided herein can be used in combination with one or more agents selected from KIR inhibitors, TIGIT inhibitors, LAIR1 inhibitors, CD160 inhibitors, 2B4 inhibitors and TGFR beta inhibitors.

In some embodiments, the A2A and A2B dual inhibitors provided herein can be used in combination with one or more agonists of immune checkpoint molecules, e.g., OX40, CD27, OX40, GITR, and CD137 (also known as 4-1BB).

In some embodiments, the inhibitor of an immune checkpoint molecule is anti-PD1 antibody, anti-PD-L1 antibody, or anti-CTLA-4 antibody.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of PD-1, e.g., an anti-PD-1 monoclonal antibody. In some embodiments, the anti-PD-1 monoclonal antibody is nivolumab, pembrolizumab (also known as MK-3475), durvalumab (Imfinzi®), pidilizumab, SHR-1210, PDR001, MGA012, PDR001, AB122, or AMP-224. In some embodiments, the anti-PD-1 monoclonal antibody is nivolumab or pembrolizumab. In some embodiments, the anti-PD1 antibody is pembrolizumab. In some embodiments, the anti-PD-1 monoclonal antibody is MGA012. In some embodiments, the anti-PD1 antibody is SHR-1210. Other anti-cancer agent(s) include antibody therapeutics such as 4-1BB (e.g. urelumab, utomilumab.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of PD-L1, e.g., an anti-PD-L1 monoclonal antibody. In some embodiments, the anti-PD-L1 monoclonal antibody is BMS-935559, MEDI4736, MPDL3280A (also known as RG7446), or MSB0010718C. In some embodiments, the anti-PD-L1 monoclonal antibody is MPDL3280A or MEDI4736.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of PD-1 and PD-L1, e.g., an anti-PD-1/PD-L1 monoclonal antibody. In some embodiments, the anti-PD-1/PD-L1 is MCLA-136.

In some embodiments, the compounds of the disclosure can be used in combination with INCB086550.

In some embodiments, the inhibitor is MCLA-145.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of CTLA-4, e.g., an anti-CTLA-4 antibody. In some embodiments, the anti-CTLA-4 antibody is ipilimumab, tremelimumab, AGEN1884, or CP-675,206.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of LAG3, e.g., an anti-LAG3 antibody. In some embodiments, the anti-LAG3 antibody is BMS-986016, LAG525, or INCAGN2385.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of TIM3, e.g., an anti-TIM3 antibody. In some embodiments, the anti-TIM3 antibody is INCAGN2390, MBG453, or TSR-022.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of GITR, e.g., an anti-GITR antibody. In some embodiments, the anti-GITR antibody is TRX518, MK-4166, INCAGN1876, MK-1248, AMG228, BMS-986156, GWN323, or MEDI1873.

In some embodiments, the inhibitor of an immune checkpoint molecule is an agonist of OX40, e.g., OX40 agonist antibody or OX40L fusion protein. In some embodiments, the anti-OX40 antibody is MEDI0562, MOXR-0916, PF-04518600, GSK3174998, or BMS-986178. In some embodiments, the OX40L fusion protein is MEDI6383.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of CD20, e.g., an anti-CD20 antibody. In some embodiments, the anti-CD20 antibody is obinutuzumab or rituximab.

The compounds of the present disclosure can be used in combination with bispecific antibodies. In some embodiments, one of the domains of the bispecific antibody targets PD-1, PD-L1, CTLA-4, GITR, OX40, TIM3, LAG3, CD137, ICOS, CD3 or TGFβ receptor.

In some embodiments, the compounds of the disclosure can be used in combination with one or more metabolic enzyme inhibitors. In some embodiments, the metabolic enzyme inhibitor is an inhibitor of IDO1, TDO, or arginase. Examples of IDO1 inhibitors include epacadostat, NLG919, BMS-986205, PF-06840003, IOM2983, RG-70099 and LY338196.

As provided throughout, the additional compounds, inhibitors, agents, etc. can be combined with the present compound in a single or continuous dosage form, or they can be administered simultaneously or sequentially as separate dosage forms.

II. Cancer Therapies

Cancer cell growth and survival can be impacted by multiple signaling pathways. Thus, it is useful to combine different enzyme/protein/receptor inhibitors, exhibiting different preferences in the targets which they modulate the activities of, to treat such conditions. Examples of agents that may be combined with compounds of the present disclosure include inhibitors of the PI3K-AKT-mTOR pathway, inhibitors of the Raf-MAPK pathway, inhibitors of JAK-STAT pathway, inhibitors of beta catenin pathway, inhibitors of notch pathway, inhibitors of hedgehog pathway, inhibitors of Pim kinases, and inhibitors of protein chaperones and cell cycle progression. Targeting more than one signaling pathway (or more than one biological molecule involved in a given signaling pathway) may reduce the likelihood of drug-resistance arising in a cell population, and/or reduce the toxicity of treatment.

The compounds of the present disclosure can be used in combination with one or more other enzyme/protein/receptor inhibitors for the treatment of diseases, such as cancer. Examples of cancers include solid tumors and liquid tumors, such as blood cancers. For example, the compounds of the present disclosure can be combined with one or more inhibitors of the following kinases for the treatment of cancer: Akt1, Akt2, Akt3, TGF-βR, PKA, PKG, PKC, CaM-kinase, phosphorylase kinase, MEKK, ERK, MAPK, mTOR, EGFR, HER2, HER3, HER4, INS-R, IGF-1R, IR-R, PDGFαR, PDGFβR, CSFIR, KIT, FLK-II, KDR/FLK-1, FLK-4, flt-1, FGFR1, FGFR2, FGFR3, FGFR4, c-Met, Ron, Sea, TRKA, TRKB, TRKC, FLT3, VEGFR/Flt2, Flt4, EphA1, EphA2, EphA3, EphB2, EphB4, Tie2, Src, Fyn, Lck, Fgr, Btk, Fak, SYK, FRK, JAK, ABL, ALK and B-Raf. In some embodiments, the compounds of the present disclosure can be combined with one or more of the following inhibitors for the treatment of cancer. Non-limiting examples of inhibitors that can be combined with the compounds of the present disclosure for treatment of cancers include an FGFR inhibitor (FGFR1, FGFR2, FGFR3 or FGFR4, e.g., AZD4547, BAY1187982, ARQ087, BGJ398, BIBF1120, TKI258, lucitanib, dovitinib, TAS-120, JNJ-42756493, Debio1347, INCB54828, INCB62079 and INCB63904), a JAK inhibitor (JAK1 and/or JAK2, e.g., ruxolitinib, baricitinib or INCB39110), an IDO inhibitor (e.g., epacadostat and NLG919), an LSD1 inhibitor (e.g., GSK2979552, INCB59872 and INCB60003), a TDO inhibitor, a PI3K-delta inhibitor (e.g., INCB50797 and INCB50465), a PI3K-gamma inhibitor such as a PI3K-gamma selective inhibitor, a CSF1R inhibitor (e.g., PLX3397 and LY3022855), a TAM receptor tyrosine kinases (Tyro-3, Axl, and Mer), an angiogenesis inhibitor, an interleukin receptor inhibitor, bromo and extra terminal family members inhibitors (for example, bromodomain inhibitors or BET inhibitors such as OTX015, CPI-0610, INCB54329 and INCB57643) and an adenosine receptor antagonist or combinations thereof. Inhibitors of HDAC such as panobinostat and vorinostat. Inhibitors of c-Met such as onartumzumab, tivantnib, and INC-280. Inhibitors of BTK such as ibrutinib. Inhibitors of mTOR such as rapamycin, sirolimus, temsirolimus, and everolimus. Inhibitors of Raf, such as vemurafenib and dabrafenib. Inhibitors of MEK such as trametinib, selumetinib and GDC-0973. Inhibitors of Hsp90 (e.g., tanespimycin), cyclin dependent kinases (e.g., palbociclib), PARP (e.g., olaparib) and Pim kinases (LGH447, INCB053914 and SGI-1776) can also be combined with compounds of the present disclosure.

Compounds of the present disclosure can be used in combination with one or more agents for the treatment of diseases such as cancer. In some embodiments, the agent is an alkylating agent, a proteasome inhibitor, a corticosteroid, or an immunomodulatory agent. Examples of an alkylating agent include bendamustine, nitrogen mustards, ethylenimine derivatives, alkyl sulfonates, nitrosoureas and triazenes, uracil mustard, chlormethine, cyclophosphamide (Cytoxan™), ifosfamide, melphalan, chlorambucil, pipobroman, triethylene-melamine, triethylenethiophosphoramine, busulfan, carmustine, lomustine, streptozocin, dacarbazine, and temozolomide. In some embodiments, the proteasome inhibitor is carfilzomib. In some embodiments, the corticosteroid is dexamethasone (DEX). In some embodiments, the immunomodulatory agent is lenalidomide (LEN) or pomalidomide (POM).

The compounds of the present disclosure can further be used in combination with other methods of treating cancers, for example by chemotherapy, irradiation therapy, tumor-targeted therapy, adjuvant therapy, immunotherapy or surgery. Examples of immunotherapy include cytokine treatment (e.g., interferons, GM-CSF, G-CSF, IL-2), CRS-207 immunotherapy, cancer vaccine, monoclonal antibody, adoptive T cell transfer, CAR (Chimeric antigen receptor) T cell treatment as a booster for T cell activation, oncolytic virotherapy and immunomodulating small molecules, including thalidomide or JAK1/2 inhibitor and the like. The compounds can be administered in combination with one or more anti-cancer drugs, such as a chemotherapeutics. Example chemotherapeutics include any of: abarelix, abiraterone, afatinib, aflibercept, aldesleukin, alemtuzumab, alitretinoin, allopurinol, altretamine, amsacrine, anastrozole, aphidicolon, arsenic trioxide, asparaginase, axitinib, azacitidine, bevacizumab, bexarotene, baricitinib, bicalutamide, bleomycin, bortezombi, bortezomib, brivanib, buparlisib, busulfan intravenous, busulfan oral, calusterone, camptosar, capecitabine, carboplatin, carmustine, cediranib, cetuximab, chlorambucil, cisplatin, cladribine, clofarabine, crizotinib, cyclophosphamide, cytarabine, dacarbazine, dacomitinib, dactinomycin, dalteparin sodium, dasatinib, dactinomycin, daunorubicin, decitabine, degarelix, denileukin, denileukin diftitox, deoxycoformycin, dexrazoxane, docetaxel, doxorubicin, droloxafine, dromostanolone propionate, eculizumab, enzalutamide, epidophyllotoxin, epirubicin, epothilones, erlotinib, estramustine, etoposide phosphate, etoposide, exemestane, fentanyl citrate, filgrastim, floxuridine, fludarabine, fluorouracil, flutamide, fulvestrant, gefitinib, gemcitabine, gemtuzumab ozogamicin, goserelin acetate, histrelin acetate, ibritumomab tiuxetan, idarubicin, idelalisib, ifosfamide, imatinib mesylate, interferon alfa 2a, irinotecan, lapatinib ditosylate, lenalidomide, letrozole, leucovorin, leuprolide acetate, levamisole, lomustine, meclorethamine, megestrol acetate, melphalan, mercaptopurine, methotrexate, methoxsalen, mithramycin, mitomycin C, mitotane, mitoxantrone, nandrolone phenpropionate, navelbene, necitumumab, nelarabine, neratinib, nilotinib, nilutamide, nofetumomab, oserelin, oxaliplatin, paclitaxel, pamidronate, panitumumab, pazopanib, pegaspargase, pegfilgrastim, pemetrexed disodium, pentostatin, pilaralisib, pipobroman, plicamycin, ponatinib, porfimer, prednisone, procarbazine, quinacrine, ranibizumab, rasburicase, regorafenib, reloxafine, revlimid, rituximab, ruxolitinib, sorafenib, streptozocin, sunitinib, sunitinib maleate, tamoxifen, tegafur, temozolomide, teniposide, testolactone, thalidomide, thioguanine, thiotepa, topotecan, toremifene, tositumomab, trastuzumab, tretinoin, triptorelin, uracil mustard, valrubicin, vandetanib, vinblastine, vincristine, vindesine, vinorelbine, vorinostat and zoledronate.

Other anti-cancer agent(s) include antibody therapeutics such as trastuzumab (Herceptin), antibodies to costimulatory molecules such as CTLA-4 (e.g., ipilimumab or tremelimumab), 4-1BB, antibodies to PD-1 and PD-L1, or antibodies to cytokines (IL-10, TGF-β, etc.). Examples of antibodies to PD-1 and/or PD-L1 that can be combined with compounds of the present disclosure for the treatment of cancer or infections such as viral, bacteria, fungus and parasite infections include, but are not limited to, nivolumab, pembrolizumab, MPDL3280A, MEDI-4736 and SHR-1210.

Other anti-cancer agents include inhibitors of kinases associated cell proliferative disorder. These kinases include but not limited to Aurora-A, CDK1, CDK2, CDK3, CDK5, CDK7, CDK8, CDK9, ephrin receptor kinases, CHK1, CHK2, SRC, Yes, Fyn, Lck, Fer, Fes, Syk, Itk, Bmx, GSK3, JNK, PAK1, PAK2, PAK3, PAK4, PDK1, PKA, PKC, Rsk and SGK.

Other anti-cancer agents also include those that block immune cell migration such as antagonists to chemokine receptors, including CCR2 and CCR4.

The compounds of the present disclosure can further be used in combination with one or more anti-inflammatory agents, steroids, immunosuppressants or therapeutic antibodies. The steroids include but are not limited to 17 alpha-ethinylestradiol, diethylstilbestrol, testosterone, prednisone, fluoxymesterone, methylprednisolone, methyltestosterone, prednisolone, triamcinolone, chlorotrianisene, hydroxyprogesterone, aminoglutethimide, and medroxyprogesteroneacetate.

The compounds of the present disclosure can also be used in combination with lonafarnib (SCH6636), tipifarnib (R115777), L778123, BMS 214662, tezacitabine (MDL 101731), Sml1, triapine, didox, trimidox and amidox.

The compounds of Formula (I) or any of the formulas as described herein, a compound as recited in any of the claims and described herein, or salts thereof can be combined with another immunogenic agent, such as cancerous cells, purified tumor antigens (including recombinant proteins, peptides, and carbohydrate molecules), cells, and cells transfected with genes encoding immune stimulating cytokines. Non-limiting examples of tumor vaccines that can be used include peptides of melanoma antigens, such as peptides of gp100, MAGE antigens, Trp-2, MARTI and/or tyrosinase, or tumor cells transfected to express the cytokine GM-CSF.

The compounds of Formula (I) or any of the formulas as described herein, a compound as recited in any of the claims and described herein, or salts thereof can be used in combination with a vaccination protocol for the treatment of cancer. In some embodiments, the tumor cells are transduced to express GM-CSF. In some embodiments, tumor vaccines include the proteins from viruses implicated in human cancers such as Human Papilloma Viruses (HPV), Hepatitis Viruses (HBV and HCV) and Kaposi's Herpes Sarcoma Virus (KHSV). In some embodiments, the compounds of the present disclosure can be used in combination with tumor specific antigen such as heat shock proteins isolated from tumor tissue itself. In some embodiments, the compounds of Formula (I) or any of the formulas as described herein, a compound as recited in any of the claims and described herein, or salts thereof can be combined with dendritic cells immunization to activate potent anti-tumor responses.

The compounds of the present disclosure can be used in combination with bispecific macrocyclic peptides that target Fe alpha or Fe gamma receptor-expressing effectors cells to tumor cells. The compounds of the present disclosure can also be combined with macrocyclic peptides that activate host immune responsiveness.

The compounds of the present disclosure can be used in combination with bone marrow transplant for the treatment of a variety of tumors of hematopoietic origin.

Suitable antiviral agents contemplated for use in combination with the compounds of the present disclosure can comprise nucleoside and nucleotide reverse transcriptase inhibitors (NRTIs), non-nucleoside reverse transcriptase inhibitors (NNRTIs), protease inhibitors and other antiviral drugs.

Example suitable NRTIs include zidovudine (AZT); didanosine (ddl); zalcitabine (ddC); stavudine (d4T); lamivudine (3TC); abacavir (1592U89); adefovir dipivoxil [bis(POM)-PMEA]; lobucavir (BMS-180194); BCH-10652; emitricitabine [(−)-FTC]; beta-L-FD4 (also called beta-L-D4C and named beta-L-2′, 3′-dicleoxy-5-fluoro-cytidene); DAPD, ((−)-beta-D-2,6,-diamino-purine dioxolane); and lodenosine (FddA). Typical suitable NNRTIs include nevirapine (BI-RG-587); delaviradine (BHAP, U-90152); efavirenz (DMP-266); PNU-142721; AG-1549; MKC-442 (1-(ethoxy-methyl)-5-(1-methylethyl)-6-(phenylmethyl)-(2,4(1H,3H)-pyrimidinedione); and (+)-calanolide A (NSC-675451) and B. Typical suitable protease inhibitors include saquinavir (Ro 31-8959); ritonavir (ABT-538); indinavir (MK-639); nelfnavir (AG-1343); amprenavir (141W94); lasinavir (BMS-234475); DMP-450; BMS-2322623; ABT-378; and AG-1 549. Other antiviral agents include hydroxyurea, ribavirin, IL-2, IL-12, pentafuside and Yissum Project No. 11607.

When more than one pharmaceutical agent is administered to a patient, they can be administered simultaneously, separately, sequentially, or in combination (e.g., for more than two agents).

Formulation, Dosage Forms and Administration

When employed as pharmaceuticals, the compounds of the present disclosure can be administered in the form of pharmaceutical compositions. Thus the present disclosure provides a composition comprising a compound of Formula (I) or any of the formulas as described herein, a compound as recited in any of the claims and described herein, or a pharmaceutically acceptable salt thereof, or any of the embodiments thereof, and at least one pharmaceutically acceptable carrier or excipient. These compositions can be prepared in a manner well known in the pharmaceutical art, and can be administered by a variety of routes, depending upon whether local or systemic treatment is indicated and upon the area to be treated. Administration may be topical (including transdermal, epidermal, ophthalmic and to mucous membranes including intranasal, vaginal and rectal delivery), pulmonary (e.g., by inhalation or insufflation of powders or aerosols, including by nebulizer; intratracheal or intranasal), oral or parenteral. Parenteral administration includes intravenous, intraarterial, subcutaneous, intraperitoneal intramuscular or injection or infusion; or intracranial, e.g., intrathecal or intraventricular, administration. Parenteral administration can be in the form of a single bolus dose, or may be, e.g., by a continuous perfusion pump. Pharmaceutical compositions and formulations for topical administration may include transdermal patches, ointments, lotions, creams, gels, drops, suppositories, sprays, liquids and powders. Conventional pharmaceutical carriers, aqueous, powder or oily bases, thickeners and the like may be necessary or desirable.

This invention also includes pharmaceutical compositions which contain, as the active ingredient, the compound of the present disclosure or a pharmaceutically acceptable salt thereof, in combination with one or more pharmaceutically acceptable carriers or excipients. In some embodiments, the composition is suitable for topical administration. In making the compositions of the invention, the active ingredient is typically mixed with an excipient, diluted by an excipient or enclosed within such a carrier in the form of, e.g., a capsule, sachet, paper, or other container. When the excipient serves as a diluent, it can be a solid, semi-solid, or liquid material, which acts as a vehicle, carrier or medium for the active ingredient. Thus, the compositions can be in the form of tablets, pills, powders, lozenges, sachets, cachets, elixirs, suspensions, emulsions, solutions, syrups, aerosols (as a solid or in a liquid medium), ointments containing, e.g., up to 10% by weight of the active compound, soft and hard gelatin capsules, suppositories, sterile injectable solutions and sterile packaged powders.

In preparing a formulation, the active compound can be milled to provide the appropriate particle size prior to combining with the other ingredients. If the active compound is substantially insoluble, it can be milled to a particle size of less than 200 mesh. If the active compound is substantially water soluble, the particle size can be adjusted by milling to provide a substantially uniform distribution in the formulation, e.g., about 40 mesh.

The compounds of the invention may be milled using known milling procedures such as wet milling to obtain a particle size appropriate for tablet formation and for other formulation types. Finely divided (nanoparticulate) preparations of the compounds of the invention can be prepared by processes known in the art see, e.g., WO 2002/000196.

Some examples of suitable excipients include lactose, dextrose, sucrose, sorbitol, mannitol, starches, gum acacia, calcium phosphate, alginates, tragacanth, gelatin, calcium silicate, microcrystalline cellulose, polyvinylpyrrolidone, cellulose, water, syrup and methyl cellulose. The formulations can additionally include: lubricating agents such as talc, magnesium stearate and mineral oil; wetting agents; emulsifying and suspending agents; preserving agents such as methyl- and propylhydroxy-benzoates; sweetening agents; and flavoring agents. The compositions of the invention can be formulated so as to provide quick, sustained or delayed release of the active ingredient after administration to the patient by employing procedures known in the art.

In some embodiments, the pharmaceutical composition comprises silicified microcrystalline cellulose (SMCC) and at least one compound described herein, or a pharmaceutically acceptable salt thereof. In some embodiments, the silicified microcrystalline cellulose comprises about 98% microcrystalline cellulose and about 2% silicon dioxide w/w.

In some embodiments, the composition is a sustained release composition comprising at least one compound described herein, or a pharmaceutically acceptable salt thereof, and at least one pharmaceutically acceptable carrier or excipient. In some embodiments, the composition comprises at least one compound described herein, or a pharmaceutically acceptable salt thereof, and at least one component selected from microcrystalline cellulose, lactose monohydrate, hydroxypropyl methylcellulose and polyethylene oxide. In some embodiments, the composition comprises at least one compound described herein, or a pharmaceutically acceptable salt thereof, and microcrystalline cellulose, lactose monohydrate and hydroxypropyl methylcellulose. In some embodiments, the composition comprises at least one compound described herein, or a pharmaceutically acceptable salt thereof, and microcrystalline cellulose, lactose monohydrate and polyethylene oxide. In some embodiments, the composition further comprises magnesium stearate or silicon dioxide. In some embodiments, the microcrystalline cellulose is Avicel PH102™. In some embodiments, the lactose monohydrate is Fast-flo 316™. In some embodiments, the hydroxypropyl methylcellulose is hydroxypropyl methylcellulose 2208 K4M (e.g., Methocel K4 M Premier™) and/or hydroxypropyl methylcellulose 2208 K100LV (e.g., Methocel K00LV™). In some embodiments, the polyethylene oxide is polyethylene oxide WSR 1105 (e.g., Polyox WSR 1105™).

In some embodiments, a wet granulation process is used to produce the composition. In some embodiments, a dry granulation process is used to produce the composition.

The compositions can be formulated in a unit dosage form, each dosage containing from about 5 to about 1,000 mg (1 g), more usually about 100 mg to about 500 mg, of the active ingredient. In some embodiments, each dosage contains about 10 mg of the active ingredient. In some embodiments, each dosage contains about 50 mg of the active ingredient. In some embodiments, each dosage contains about 25 mg of the active ingredient. The term “unit dosage forms” refers to physically discrete units suitable as unitary dosages for human subjects and other mammals, each unit containing a predetermined quantity of active material calculated to produce the desired therapeutic effect, in association with a suitable pharmaceutical excipient.

The components used to formulate the pharmaceutical compositions are of high purity and are substantially free of potentially harmful contaminants (e.g., at least National Food grade, generally at least analytical grade, and more typically at least pharmaceutical grade). Particularly for human consumption, the composition is preferably manufactured or formulated under Good Manufacturing Practice standards as defined in the applicable regulations of the U.S. Food and Drug Administration. For example, suitable formulations may be sterile and/or substantially isotonic and/or in full compliance with all Good Manufacturing Practice regulations of the U.S. Food and Drug Administration.

The active compound may be effective over a wide dosage range and is generally administered in a therapeutically effective amount. It will be understood, however, that the amount of the compound actually administered will usually be determined by a physician, according to the relevant circumstances, including the condition to be treated, the chosen route of administration, the actual compound administered, the age, weight, and response of the individual patient, the severity of the patient's symptoms and the like.

The therapeutic dosage of a compound of the present invention can vary according to, e.g., the particular use for which the treatment is made, the manner of administration of the compound, the health and condition of the patient, and the judgment of the prescribing physician. The proportion or concentration of a compound of the invention in a pharmaceutical composition can vary depending upon a number of factors including dosage, chemical characteristics (e.g., hydrophobicity), and the route of administration. For example, the compounds of the invention can be provided in an aqueous physiological buffer solution containing about 0.1 to about 10% w/v of the compound for parenteral administration. Some typical dose ranges are from about 1 μg/kg to about 1 g/kg of body weight per day. In some embodiments, the dose range is from about 0.01 mg/kg to about 100 mg/kg of body weight per day. The dosage is likely to depend on such variables as the type and extent of progression of the disease or disorder, the overall health status of the particular patient, the relative biological efficacy of the compound selected, formulation of the excipient, and its route of administration. Effective doses can be extrapolated from dose-response curves derived from in vitro or animal model test systems.

For preparing solid compositions such as tablets, the principal active ingredient is mixed with a pharmaceutical excipient to form a solid preformulation composition containing a homogeneous mixture of a compound of the present invention. When referring to these preformulation compositions as homogeneous, the active ingredient is typically dispersed evenly throughout the composition so that the composition can be readily subdivided into equally effective unit dosage forms such as tablets, pills and capsules. This solid preformulation is then subdivided into unit dosage forms of the type described above containing from, e.g., about 0.1 to about 1000 mg of the active ingredient of the present invention.

The tablets or pills of the present invention can be coated or otherwise compounded to provide a dosage form affording the advantage of prolonged action. For example, the tablet or pill can comprise an inner dosage and an outer dosage component, the latter being in the form of an envelope over the former. The two components can be separated by an enteric layer which serves to resist disintegration in the stomach and permit the inner component to pass intact into the duodenum or to be delayed in release. A variety of materials can be used for such enteric layers or coatings, such materials including a number of polymeric acids and mixtures of polymeric acids with such materials as shellac, cetyl alcohol and cellulose acetate.

The liquid forms in which the compounds and compositions of the present invention can be incorporated for administration orally or by injection include aqueous solutions, suitably flavored syrups, aqueous or oil suspensions, and flavored emulsions with edible oils such as cottonseed oil, sesame oil, coconut oil, or peanut oil, as well as elixirs and similar pharmaceutical vehicles.

Compositions for inhalation or insufflation include solutions and suspensions in pharmaceutically acceptable, aqueous or organic solvents, or mixtures thereof, and powders. The liquid or solid compositions may contain suitable pharmaceutically acceptable excipients as described supra. In some embodiments, the compositions are administered by the oral or nasal respiratory route for local or systemic effect. Compositions can be nebulized by use of inert gases. Nebulized solutions may be breathed directly from the nebulizing device or the nebulizing device can be attached to a face mask, tent, or intermittent positive pressure breathing machine. Solution, suspension, or powder compositions can be administered orally or nasally from devices which deliver the formulation in an appropriate manner.

Topical formulations can contain one or more conventional carriers. In some embodiments, ointments can contain water and one or more hydrophobic carriers selected from, e.g., liquid paraffin, polyoxyethylene alkyl ether, propylene glycol, white Vaseline, and the like. Carrier compositions of creams can be based on water in combination with glycerol and one or more other components, e.g., glycerinemonostearate, PEG-glycerinemonostearate and cetylstearyl alcohol. Gels can be formulated using isopropyl alcohol and water, suitably in combination with other components such as, e.g., glycerol, hydroxyethyl cellulose, and the like. In some embodiments, topical formulations contain at least about 0.1, at least about 0.25, at least about 0.5, at least about 1, at least about 2 or at least about 5 wt % of the compound of the invention. The topical formulations can be suitably packaged in tubes of, e.g., 100 g which are optionally associated with instructions for the treatment of the select indication, e.g., psoriasis or other skin condition.

The amount of compound or composition administered to a patient will vary depending upon what is being administered, the purpose of the administration, such as prophylaxis or therapy, the state of the patient, the manner of administration and the like. In therapeutic applications, compositions can be administered to a patient already suffering from a disease in an amount sufficient to cure or at least partially arrest the symptoms of the disease and its complications. Effective doses will depend on the disease condition being treated as well as by the judgment of the attending clinician depending upon factors such as the severity of the disease, the age, weight and general condition of the patient and the like.

The compositions administered to a patient can be in the form of pharmaceutical compositions described above. These compositions can be sterilized by conventional sterilization techniques, or may be sterile filtered. Aqueous solutions can be packaged for use as is, or lyophilized, the lyophilized preparation being combined with a sterile aqueous carrier prior to administration. The pH of the compound preparations typically will be between 3 and 11, more preferably from 5 to 9 and most preferably from 7 to 8. It will be understood that use of certain of the foregoing excipients, carriers or stabilizers will result in the formation of pharmaceutical salts.

The therapeutic dosage of a compound of the present invention can vary according to, e.g., the particular use for which the treatment is made, the manner of administration of the compound, the health and condition of the patient, and the judgment of the prescribing physician. The proportion or concentration of a compound of the invention in a pharmaceutical composition can vary depending upon a number of factors including dosage, chemical characteristics (e.g., hydrophobicity), and the route of administration. For example, the compounds of the invention can be provided in an aqueous physiological buffer solution containing about 0.1 to about 10% w/v of the compound for parenteral administration. Some typical dose ranges are from about 1 μg/kg to about 1 g/kg of body weight per day. In some embodiments, the dose range is from about 0.01 mg/kg to about 100 mg/kg of body weight per day. The dosage is likely to depend on such variables as the type and extent of progression of the disease or disorder, the overall health status of the particular patient, the relative biological efficacy of the compound selected, formulation of the excipient, and its route of administration. Effective doses can be extrapolated from dose-response curves derived from in vitro or animal model test systems.

Labeled Compounds and Assay Methods

Another aspect of the present invention relates to labeled compounds of the disclosure (radio-labeled, fluorescent-labeled, etc.) that would be useful not only in imaging techniques but also in assays, both in vitro and in vivo, for localizing and quantitating HPK1 protein in tissue samples, including human, and for identifying HPK1 ligands by inhibition binding of a labeled compound. Substitution of one or more of the atoms of the compounds of the present disclosure can also be useful in generating differentiated ADME (Adsorption, Distribution, Metabolism and Excretion). Accordingly, the present invention includes HPK1 binding assays that contain such labeled or substituted compounds.

The present disclosure further includes isotopically-labeled compounds of the disclosure. An “isotopically” or “radio-labeled” compound is a compound of the disclosure where one or more atoms are replaced or substituted by an atom having an atomic mass or mass number different from the atomic mass or mass number typically found in nature (i.e., naturally occurring). Suitable radionuclides that may be incorporated in compounds of the present disclosure include but are not limited to ²H (also written as D for deuterium), ³H (also written as T for tritium), ¹C, ¹³C, ¹⁴C, ¹³N, ¹⁵N, ¹⁵O, ¹⁷O, ¹⁸O, ¹⁸F, ³⁵S, ³⁶Cl, ⁸²Br, ⁷⁵Br, ⁷⁶Br, ⁷⁷Br, ¹²³I, ¹²⁴I, ¹²⁵I and ¹³¹I. For example, one or more hydrogen atoms in a compound of the present disclosure can be replaced by deuterium atoms (e.g., one or more hydrogen atoms of a C₁₋₆ alkyl group of Formula (I) can be optionally substituted with deuterium atoms, such as −CD₃ being substituted for —CH₃). In some embodiments, alkyl groups in Formula (I) can be perdeuterated.

One or more constituent atoms of the compounds presented herein can be replaced or substituted with isotopes of the atoms in natural or non-natural abundance. In some embodiments, the compound includes at least one deuterium atom. In some embodiments, the compound includes two or more deuterium atoms. In some embodiments, the compound includes 1-2, 1-3, 1-4, 1-5, or 1-6 deuterium atoms. In some embodiments, all of the hydrogen atoms in a compound can be replaced or substituted by deuterium atoms.

Synthetic methods for including isotopes into organic compounds are known in the art (Deuterium Labeling in Organic Chemistry by Alan F. Thomas (New York, N.Y., Appleton-Century-Crofts, 1971; The Renaissance of H/D Exchange by Jens Atzrodt, Volker Derdau, Thorsten Fey and Jochen Zimmermann, Angew. Chem. Int. Ed. 2007, 7744-7765; The Organic Chemistry of Isotopic Labelling by James R. Hanson, Royal Society of Chemistry, 2011). Isotopically labeled compounds can be used in various studies such as NMR spectroscopy, metabolism experiments, and/or assays.

Substitution with heavier isotopes, such as deuterium, may afford certain therapeutic advantages resulting from greater metabolic stability, for example, increased in vivo half-life or reduced dosage requirements, and hence may be preferred in some circumstances. (see e.g., A. Kerekes et. al. J. Med. Chem. 2011, 54, 201-210; R. Xu et. al. J. Label Compd. Radiopharm. 2015, 58, 308-312). In particular, substitution at one or more metabolism sites may afford one or more of the therapeutic advantages.

The radionuclide that is incorporated in the instant radio-labeled compounds will depend on the specific application of that radio-labeled compound. For example, for in vitro adenosine receptor labeling and competition assays, compounds that incorporate ³H, ¹⁴C, ⁸²Br, ¹²⁵I, ¹³¹I or ³⁵S can be useful. For radio-imaging applications ¹¹C, ¹⁸F, ¹²⁵I, ¹²³I, ¹²⁴I, ¹³¹I, ⁷⁵Br, ⁷⁶Br or ⁷⁷Br can be useful.

It is understood that a “radio-labeled” or “labeled compound” is a compound that has incorporated at least one radionuclide. In some embodiments, the radionuclide is selected from the group consisting of ³H, ¹⁴C, ¹²⁵I, ³⁵S and ⁸²Br.

The present disclosure can further include synthetic methods for incorporating radio-isotopes into compounds of the disclosure. Synthetic methods for incorporating radio-isotopes into organic compounds are well known in the art, and an ordinary skill in the art will readily recognize the methods applicable for the compounds of disclosure.

A labeled compound of the invention can be used in a screening assay to identify and/or evaluate compounds. For example, a newly synthesized or identified compound (i.e., test compound) which is labeled can be evaluated for its ability to bind a HPK1 protein by monitoring its concentration variation when contacting with the HPK1, through tracking of the labeling. For example, a test compound (labeled) can be evaluated for its ability to reduce binding of another compound which is known to bind to a HPK1 protein (i.e., standard compound). Accordingly, the ability of a test compound to compete with the standard compound for binding to the HPK1 protein directly correlates to its binding affinity. Conversely, in some other screening assays, the standard compound is labeled and test compounds are unlabeled. Accordingly, the concentration of the labeled standard compound is monitored in order to evaluate the competition between the standard compound and the test compound, and the relative binding affinity of the test compound is thus ascertained.

Kits

The present disclosure also includes pharmaceutical kits useful, e.g., in the treatment or prevention of diseases or disorders associated with the activity of HPK1, such as cancer or infections, which include one or more containers containing a pharmaceutical composition comprising a therapeutically effective amount of a compound of Formula (I), or any of the embodiments thereof. Such kits can further include one or more of various conventional pharmaceutical kit components, such as, e.g., containers with one or more pharmaceutically acceptable carriers, additional containers, etc., as will be readily apparent to those skilled in the art. Instructions, either as inserts or as labels, indicating quantities of the components to be administered, guidelines for administration, and/or guidelines for mixing the components, can also be included in the kit.

The following abbreviations may be used herein: AcOH (acetic acid); Ac₂O (acetic anhydride); aq. (aqueous); atm. (atmosphere(s)); Boc (t-butoxycarbonyl); BOP ((benzotriazol-1-yloxy)tris(dimethylamino)phosphonium hexafluorophosphate); br (broad); Cbz (carboxybenzyl); calc. (calculated); d (doublet); dd (doublet of doublets); DBU (1,8-diazabicyclo[5.4.0]undec-7-ene); DCM (dichloromethane); DIAD (N, N′-diisopropyl azidodicarboxylate); DIEA (N,N-diisopropylethylamine); DIPEA (N, N-diisopropylethylamine); DIBAL (diisobutylaluminium hydride); DMF (N, N-dimethylformamide); Et (ethyl); EtOAc (ethyl acetate); FCC (flash column chromatography); g (gram(s)); h (hour(s)); HATU (N, N, N′, N′-tetramethyl-O-(7-azabenzotriazol-1-yl)uronium hexafluorophosphate); HCl (hydrochloric acid); HPLC (high performance liquid chromatography); Hz (hertz); J (coupling constant); LCMS (liquid chromatography-mass spectrometry); LDA (lithium diisopropylamide); m (multiplet); M (molar); mCPBA (3-chloroperoxybenzoic acid); MS (Mass spectrometry); Me (methyl); MeCN (acetonitrile); MeOH (methanol); mg (milligram(s)); min. (minutes(s)); mL (milliliter(s)); mmol (millimole(s)); N (normal); nM (nanomolar); NMP (N-methylpyrrolidinone); NMR (nuclear magnetic resonance spectroscopy); OTf (trifluoromethanesulfonate); Ph (phenyl); pM (picomolar); RP-HPLC (reverse phase high performance liquid chromatography); r.t. (room temperature), s (singlet); t (triplet or tertiary); TBS (tert-butyldimethylsilyl); tert (tertiary); tt (triplet of triplets); TFA (trifluoroacetic acid); THF (tetrahydrofuran); μg (microgram(s)); μL (microliter(s)); μM (micromolar); wt % (weight percent).

The invention will be described in greater detail by way of specific examples. The following examples are offered for illustrative purposes, and are not intended to limit the invention in any manner. Those of skill in the art will readily recognize a variety of non-critical parameters which can be changed or modified to yield essentially the same results. The compounds of the Examples have been found to inhibit the activity of HPK1 according to at least one assay described herein.

EXAMPLES

Experimental procedures for compounds of the invention are provided below. Preparatory LC-MS purifications of some of the compounds prepared were performed on Waters mass directed fractionation systems. The basic equipment setup, protocols, and control software for the operation of these systems have been described in detail in the literature. See e.g. “Two-Pump At Column Dilution Configuration for Preparative LC-MS”, K. Blom, J. Combi. Chem., 4, 295 (2002); “Optimizing Preparative LC-MS Configurations and Methods for Parallel Synthesis Purification”, K. Blom, R. Sparks, J. Doughty, G. Everlof, T. Haque, A. Combs, J. Combi. Chem., 5, 670 (2003); and “Preparative LC-MS Purification: Improved Compound Specific Method Optimization”, K. Blom, B. Glass, R. Sparks, A. Combs, J. Combi. Chem., 6, 874-883 (2004). The compounds separated were typically subjected to analytical liquid chromatography mass spectrometry (LCMS) for purity check.

The compounds separated were typically subjected to analytical liquid chromatography mass spectrometry (LCMS) for purity check under the following conditions: Instrument; Agilent 1100 series, LC/MSD, Column: Waters Sunfire™ C₁₈ 5 μm particle size, 2.1×5.0 mm, Buffers: mobile phase A: 0.025% TFA in water and mobile phase B: acetonitrile; gradient 2% to 80% of B in 3 minutes with flow rate 2.0 mL/minute.

Some of the compounds prepared were also separated on a preparative scale by reverse-phase high performance liquid chromatography (RP-HPLC) with MS detector or flash chromatography (silica gel) as indicated in the Examples. Typical preparative reverse-phase high performance liquid chromatography (RP-HPLC) column conditions are as follows:

pH=2 purifications: Waters Sunfire™ C₁₈ 5 m particle size, 19×100 mm column, eluting with mobile phase A: 0.1% TFA (trifluoroacetic acid) in water and mobile phase B: acetonitrile; the flow rate was 30 mL/minute, the separating gradient was optimized for each compound using the Compound Specific Method Optimization protocol as described in the literature [see “Preparative LCMS Purification: Improved Compound Specific Method Optimization”, K. Blom, B. Glass, R. Sparks, A. Combs, J. Comb. Chem., 6, 874-883 (2004)]. Typically, the flow rate used with the 30×100 mm column was 60 mL/minute. pH=10 purifications: Waters XBridge C₁₈ 5 m particle size, 19×100 mm column, eluting with mobile phase A: 0.15% NH₄OH in water and mobile phase B: acetonitrile; the flow rate was 30 mL/minute, the separating gradient was optimized for each compound using the Compound Specific Method Optimization protocol as described in the literature [See “Preparative LCMS Purification: Improved Compound Specific Method Optimization”, K. Blom, B. Glass, R. Sparks, A. Combs, J. Comb. Chem., 6, 874-883 (2004)]. Typically, the flow rate used with 30×100 mm column was 60 mL/minute.”

Intermediate 1. N-(2-Chloro-6-fluoro-3-nitrophenyl)formamide

Step 1. N-(2-Chloro-6-fluorophenyl)formamide

A mixture of acetic anhydride (17.1 mL, 181 mmol) in formic acid (75 mL) was stirred at 90° C. for 10 minutes. 2-Chloro-6-fluoroaniline (22.0 g, 151 mmol) was then added and the reaction mixture was heated to 90° C. for 6 hrs. After cooling to r.t., water was added and the precipitated product was collected via filtration, washed with water, and air dried to afford N-(2-chloro-6-fluorophenyl)formamide as a white solid. The crude product obtained was used directly in the next step without further purification. LCMS calculated for C₇H₆ClFNO (M+H)⁺: m/z=174.0; Found 174.0.

Step 2. N-(2-Chloro-6-fluoro-3-nitrophenyl)formamide

N-(2-Chloro-6-fluorophenyl)formamide (from step 1) was dissolved in H₂SO₄ (75 mL) and the mixture was cooled in an acetone/ice bath. Nitric acid (8.1 mL, 181 mmol) was then added dropwise and the reaction mixture was stirred for 1 hr. The reaction mixture was then carefully poured into an ice/water mixture. The solid precipitate was collected via filtration, washed with water, and air dried. The crude product obtained was used directly in the next step without further purification.

Intermediate 2. 3-Chloro-N-methyl-4-nitrobenzene-1,2-diamine

To a mixture of N-(2-chloro-6-fluoro-3-nitrophenyl)formamide (Intermediate 1, 5.29 g, 24.2 mmol) in DMSO (10 mL) was added a 33% solution of methanamine in EtOH (6 mL, 50 mmol) and triethylamine (4 mL, 29 mmol). The mixture was sealed and stirred under microwave irradiation at 140° C. for 4 hrs. After cooling to r.t. the mixture was poured into water. The resultant deep red solid precipitate was collected via filtration, washed with water, and air dried. The crude product obtained was used directly in the next step without further purification. LCMS calculated for C₇H₉ClN₃O₂ (M+H)⁺: m/z=202.0; Found 202.0.

Intermediate 3. 4-Chloro-2-(3-fluoropyridin-2-yl)-1-methyl-5-nitro-1H-benzo[d]imidazole

DMF (10 mg, 0.137 mmol) was added to a mixture of 3-fluoropicolinic acid (162 mg, 1.15 mmol) in anhydrous CH₂Cl₂ (3 mL). The mixture was cooled in an ice bath and then treated with oxalyl chloride (0.1 mL, 1.14 mmol) dropwise. The reaction mixture was warmed to r.t. overnight. A mixture of 3-chloro-N¹-methyl-4-nitrobenzene-1,2-diamine (Intermediate 2, 208 mg, 1.03 mmol) and triethylamine (0.16 mL, 1.15 mmol) in anhydrous CH₂Cl₂ (3 mL) was then added, and the mixture was stirred at r.t. for 2 hrs. The solvent was concentrated under vacuum, and the residue was dissolved in DMSO (2 mL) and stirred at 60° C. for 3 hrs. After cooling to r.t., water was added and the solid precipitate was collected via filtration, washed with water, and air dried. The crude product obtained was used directly in the next step without further purification. LCMS calculated for C₁₃H₉ClFN₄O₂ (M+H)⁺: m/z=307.0; Found 307.0.

Intermediate 4. 2-(2-Fluoro-6-methoxyphenyl)pyrimidine-4-carboxylic Acid

To a mixture of 2-chloropyrimidine-4-carboxylic acid (10.1 g, 63.7 mmol), (2-fluoro-6-methoxyphenyl)boronic acid (24 g, 141 mmol), XPhos Pd G2 (2.50 g, 3.18 mmol), and potassium phosphate tribasic (27.0 g, 127 mmol) was added 1,4-dioxane (100 mL) and water (20 mL). The reaction mixture was sparged with nitrogen for 5 mins and stirred at 80° C. overnight. The mixture was then cooled to r.t., filtered over a pad of celite, diluted with water and extracted with CH₂Cl₂. The aqueous layer was separated and then acidified via the addition of 1N HCl until acidic. The resulting solid was collected by filtration, washed with water and air dried. LCMS calculated for C₁₂H₁₀FN₂O₃ (M+H)⁺: m/z=249.1; found 249.1.

Example 1. N-(4-((2S,4R)-4-Amino-2-(hydroxymethyl)pyrrolidin-1-yl)-2-(3-fluoropyridin-2-yl)-1-methyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

Step 1. tert-Butyl (3R,5S)-1-(2-(3-fluoropyridin-2-yl)-1-methyl-5-nitro-1H-benzo[d]imidazol-4-yl)-5-(hydroxymethyl)pyrrolidin-3-ylcarbamate

A mixture of 4-chloro-2-(3-fluoropyridin-2-yl)-1-methyl-5-nitro-1H-benzo[d]imidazole (Intermediate 3, 110 mg, 0.359 mmol) and tert-butyl ((3R,5S)-5-(hydroxymethyl)pyrrolidin-3-yl)carbamate (93 mg, 0.43 mmol) in DMSO (1 mL) was treated with triethylamine (0.15 mL, 1.076 mmol) and stirred at 80° C. overnight. After cooling to r.t., water was added and the precipitated product was collected via filtration, washed with water, and air dried. The crude product obtained was used in the next step without further purification. LCMS calculated for C₂₃H₂₈FN₆O₅ (M+H)⁺: m/z=487.2; Found 487.1.

Step 2. tert-Butyl (3R,5S)-1-(5-amino-2-(3-fluoropyridin-2-yl)-1-methyl-H-benzo[d]imidazol-4-yl)-5-(hydroxymethyl)pyrrolidin-3-ylcarbamate

A mixture of tert-butyl ((3R,5S)-1-(2-(3-fluoropyridin-2-yl)-1-methyl-5-nitro-1H-benzo[d]imidazol-4-yl)-5-(hydroxymethyl)pyrrolidin-3-yl)carbamate (from step 1), iron (120 mg, 2.15 mmol), and ammonium chloride (153 mg, 2.87 mmol) in THF (2 mL), MeOH (2 mL), and water (2 mL) was stirred at 60° C. for 1 hr. After cooling to r.t., the reaction mixture was filtered through a plug of Celite, diluted with water, and extracted with CH₂Cl₂. The combined organic phases were dried over MgSO₄ and the solvents were concentrated under vacuum. The crude product obtained was used in the next step without further purification. LCMS calculated for C₂₃H₃₀FN₆O₃ (M+H)⁺: m/z=457.2; Found 457.3.

Step 3. N-(4-((2S,4R)-4-Amino-2-(hydroxymethyl)pyrrolidin-1-yl)-2-(3-fluoropyridin-2-yl)-1-methyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

HATU (35.9 mg, 0.094 mmol) was added to a solution of tert-butyl (3R,5S)-1-(5-amino-2-(3-fluoropyridin-2-yl)-1-methyl-1H-benzo[d]imidazol-4-yl)-5-(hydroxymethyl)pyrrolidin-3-ylcarbamate (43 mg, 0.094 mmol), 2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxylic acid (Intermediate 4, 23.4 mg, 0.094 mmol), and triethylamine (25 μL, 0.179 mmol) in DMF (1 mL). The reaction mixture was stirred at 50° C. for 30 mins. After cooling to r.t., water was added and the precipitated product was collected via filtration, washed with water, and air dried. The solid residue was then redissolved in a 4 N solution of HCl in dioxane and stirred at r.t. for 30 mins [note: Boc removal can also be performed by redissolving the solid residue in TFA and CH₂Cl₂ and stirring at 50° C. for 30 mins]. The mixture was then diluted with acetonitrile and purified with prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% NH₄OH, at flow rate of 60 mL/min). LCMS calculated for C₃₀H₂₉F₂N₈O₃ (M+H)⁺: m/z=587.2; Found 587.2.

Intermediate 5. 2-(2,6-Difluorophenyl)pyrimidine-4-carboxylic Acid

This compound was prepared according to a modified procedure described for Intermediate 4, using (2,6-difluorophenyl)boronic acid instead of (2-fluoro-6-methoxyphenyl)boronic acid as starting material. A 3:2 ratio of 1,4-dioxane to water was used. LCMS calculated for C₁₁H₇F₂N₂O₂ (M+H)⁺: m/z=237.0; Found: 237.1.

Example 2. N-(4-((2S,4R)-4-Amino-2-(hydroxymethyl)pyrrolidin-1-yl)-2-(3-fluoropyridin-2-yl)-1-methyl-1H-benzo[d]imidazol-5-yl)-2-(2,6-difluorophenyl)pyrimidine-4-carboxamide

This compound was prepared according to the procedures described in Example 1, using 2-(2,6-difluorophenyl)pyrimidine-4-carboxylic acid (Intermediate 5) instead of 2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxylic acid as starting material. LCMS calculated for C₂₉H₂₆F₃N₈O₂ (M+H)⁺: m/z=575.2; Found: 575.2.

Intermediate 6. 4-Chloro-2-(3-methoxypyridin-2-yl)-1-methyl-5-nitro-1H-benzo[d]imidazole

This compound was prepared according to the procedure described for Intermediate 3, using 3-methoxypicolinic acid instead of 3-fluoropicolinic acid as starting material. LCMS calculated for C₁₄H₁₂ClN₄O₃ (M+H)⁺: m/z=319.1; Found: 319.0.

Example 3. N-(4-((2S,4R)-4-Amino-2-(hydroxymethyl)pyrrolidin-1-yl)-2-(3-methoxypyridin-2-yl)-1-methyl-1H-benzo[d]imidazol-5-yl)-2-(2,6-difluorophenyl)pyrimidine-4-carboxamide

This compound was prepared according to the procedures described in Example 1, using 4-chloro-2-(3-methoxypyridin-2-yl)-1-methyl-5-nitro-1H-benzo[d]imidazole (Intermediate 6) instead of 4-chloro-2-(3-fluoropyridin-2-yl)-1-methyl-5-nitro-1H-benzo[d]imidazole and 2-(2,6-difluorophenyl)pyrimidine-4-carboxylic acid (Intermediate 5) instead of 2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxylic acid as starting materials. LCMS calculated for C₃₀H₂₉F₂N₈O₃ (M+H)⁺: m/z=587.2; Found: 587.1.

Intermediate 7. 2-(4-Chloro-1-methyl-5-nitro-1H-benzo[d]imidazol-2-yl)benzonitrile

This compound was prepared according to the procedure described for Intermediate 3, using 2-cyanobenzoic acid instead of 3-fluoropicolinic acid as starting material. LCMS calculated for C₁₅H₁₀ClN₄O₂ (M+H)⁺: m/z=313.0; Found: 313.0.

Example 4. N-(4-((2S,4R)-4-Amino-2-(hydroxymethyl)pyrrolidin-1-yl)-2-(2-cyanophenyl)-1-methyl-1H-benzo[d]imidazol-5-yl)-2-(2,6-difluorophenyl)pyrimidine-4-carboxamide

This compound was prepared according to the procedures described in Example 1, using 2-(4-chloro-1-methyl-5-nitro-1H-benzo[d]imidazol-2-yl)benzonitrile (Intermediate 7) instead of 4-chloro-2-(3-fluoropyridin-2-yl)-1-methyl-5-nitro-1H-benzo[d]imidazole and 2-(2,6-difluorophenyl)pyrimidine-4-carboxylic acid (Intermediate 5) instead of 2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxylic acid as starting materials. LCMS calculated for C₃₁H₂₇F₂N₈O₂ (M+H)⁺: m/z=581.2; Found: 581.2.

Intermediate 8. 3-Chloro-N¹-cyclopropyl-4-nitrobenzene-1,2-diamine

To a mixture of N-(2-chloro-6-fluoro-3-nitrophenyl)formamide (Intermediate 1, 4.17 g, 19.1 mmol) in DMSO (10 mL) was added cyclopropylamine (3 mL, 43 mmol) and triethylamine (3 mL, 22 mmol). The mixture was stirred at 100° C. for 4 hrs. After cooling to r.t. the reaction mixture was poured into water, and the deep red solid precipitate collected via filtration, washed with water, and air dried. The crude product obtained was used directly in the next step without further purification. LCMS calculated for C₉H₁₁ClN₃O₂ (M+H)⁺: m/z=228.1; Found 228.1.

Intermediate 9. 2-(4-Chloro-1-cyclopropyl-5-nitro-1H-benzo[d]imidazol-2-yl)benzonitrile

This compound was prepared according to a modified procedure described for Intermediate 3, using 2-cyanobenzoic acid instead of 3-fluoropicolinic acid and 3-chloro-N¹-cyclopropyl-4-nitrobenzene-1,2-diamine (Intermediate 8) instead of 3-chloro-N₁-methyl-4-nitrobenzene-1,2-diamine as starting materials. Following the addition of DMSO, concentrated HCl (0.5 mL) was added and the mixture was stirred at 80° C. for 3 hrs. LCMS calculated for C₁₇H₁₂ClN₄O₂ (M+H)⁺: m/z=339.1; Found: 339.0.

Example 5. N-(4-((2S,4R)-4-amino-2-(hydroxymethyl)pyrrolidin-1-yl)-2-(2-cyanophenyl)-1-cyclopropyl-1H-benzo[d]imidazol-5-yl)-2-(2,6-difluorophenyl)pyrimidine-4-carboxamide

This compound was prepared according to the procedures described in Example 1, using 2-(4-chloro-1-cyclopropyl-5-nitro-1H-benzo[d]imidazol-2-yl)benzonitrile (Intermediate 9) instead of 4-chloro-2-(3-fluoropyridin-2-yl)-1-methyl-5-nitro-1H-benzo[d]imidazole and 2-(2,6-difluorophenyl)pyrimidine-4-carboxylic acid (Intermediate 5) instead of 2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxylic acid as starting materials. LCMS calculated for C₃₃H₂₉F₂N₈O₂ (M+H)⁺: m/z=607.2; Found: 607.1.

Intermediate 10. 4-Chloro-2-(3,5-difluoropyridin-4-yl)-1-methyl-5-nitro-1H-benzo[d]imidazole

This compound was prepared according to a modified procedure described for Intermediate 3, using 3,5-difluoroisonicotinic acid instead of 3-fluoropicolinic acid as starting material. Following the addition of DMSO, concentrated HCl (1 mL) was added and the mixture was stirred at 80° C. for 3 hrs. LCMS calculated for C₁₃H₈ClF₂N₄O₂ (M+H)⁺: m/z=325.0; Found: 324.9.

Example 6. (R)-2-(2,6-Difluorophenyl)-N-(2-(3,5-difluoropyridin-4-yl)-1-methyl-4-(methyl(piperidin-3-yl)amino)-1H-benzo[d]imidazol-5-yl)pyrimidine-4-carboxamide

This compound was prepared according to the procedures described in Example 1, using 4-chloro-2-(3,5-difluoropyridin-4-yl)-1-methyl-5-nitro-1H-benzo[d]imidazole (Intermediate 10) instead of 4-chloro-2-(3-fluoropyridin-2-yl)-1-methyl-5-nitro-1H-benzo[d]imidazole, (R)-tert-butyl 3-(methylamino)piperidine-1-carboxylate instead of tert-butyl ((3R,5S)-5-(hydroxymethyl)pyrrolidin-3-yl)carbamate, and 2-(2,6-difluorophenyl)pyrimidine-4-carboxylic acid (Intermediate 5) instead of 2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxylic acid as starting materials. Purified with prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min). LCMS calculated for C₃₀H₂₇F₄N₈O (M+H)⁺: m/z=591.2; Found: 591.2.

Intermediate 11. 4-Chloro-2-(3-fluoropyridin-4-yl)-1-methyl-5-nitro-1H-benzo[d]imidazole

Step 1. N-(2-Chloro-6-fluoro-3-nitrophenyl)-3-fluoroisonicotinamide

DMF (0.05 mL, 0.6 mmol) was added to a mixture of 3-fluoroisonicotinic acid (600 mg, 4.25 mmol) in anhydrous CH₂Cl₂ (10 mL). The mixture was cooled in an ice bath, treated with oxalyl chloride (0.35 mL, 4.0 mmol) dropwise, and then warmed to r.t. overnight. The reaction mixture was concentrated under nitrogen and treated with a mixture of 2-chloro-6-fluoroaniline (600 mg, 4.12 mmol) and triethylamine (0.6 mL, 4.3 mmol) in CH₂Cl₂ (10 mL). The resulting mixture was stirred at r.t. for 2 hrs. The solvent was concentrated under vacuum, and the residue was dissolved in H₂SO₄ (3 mL), cooled in an acetone/ice bath and treated with nitric acid (0.2 mL, 4.5 mmol) dropwise. The mixture was then stirred for 2 hrs. After warming to r.t., the reaction mixture was poured into an ice/water mixture, and the solid precipitate collected via filtration, washed with water, and air dried. The crude product obtained was used directly in the next step without further purification. LCMS calculated for C₁₂H₇ClF₂N₃O₃ (M+H)⁺: m/z=314.0; Found: 314.0.

Step 2. 4-Chloro-2-(3-fluoropyridin-4-yl)-1-methyl-5-nitro-1H-benzo[d]imidazole

N-(2-Chloro-6-fluoro-3-nitrophenyl)-3-fluoroisonicotinamide (from step 1), was dissolved in DMSO (5 mL) and treated with a 33% solution of methanamine (0.296 mL, 2.473 mmol) in EtOH. The mixture was stirred at 40° C. for 2 hrs. The reaction mixture was then sparged with nitrogen for 10 mins, and stirred at 60° C. for an additional 2 hrs. After cooling to r.t., water was added, and the solid precipitate collected via filtration, washed with water, and air dried. The crude product obtained was used directly in the next step without further purification. LCMS calculated for C₁₃H₉ClFN₄O₂ (M+H)⁺: m/z=307.0; Found: 307.0.

Example 7. N-(4-((2S,4R)-4-Amino-2-(hydroxymethyl)pyrrolidin-1-yl)-2-(3-fluoropyridin-4-yl)-1-methyl-1H-benzo[d]imidazol-5-yl)-2-(2,6-difluorophenyl)pyrimidine-4-carboxamide

This compound was prepared according to the procedures described in Example 1, using 4-chloro-2-(3-fluoropyridin-4-yl)-1-methyl-5-nitro-1H-benzo[d]imidazole (Intermediate 11) instead of 4-chloro-2-(3-fluoropyridin-2-yl)-1-methyl-5-nitro-1H-benzo[d]imidazole and 2-(2,6-difluorophenyl)pyrimidine-4-carboxylic acid (Intermediate 5) instead of 2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxylic acid as starting materials. Purified with prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min). LCMS calculated for C₂₉H₂₆F₃N₈O₂ (M+H)⁺: m/z=575.2; Found: 575.2.

Example 8. (S)—N-(4-(3-(Aminomethyl)morpholino)-2-(3-fluoropyridin-4-yl)-1-methyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

Step 1: (S)-tert-Butyl (4-(2-(3-fluoropyridin-4-yl)-1-methyl-5-nitro-1H-benzo[d]imidazol-4-yl)morpholin-3-yl)methylcarbamate

A mixture of 4-chloro-2-(3-fluoropyridin-4-yl)-1-methyl-5-nitro-1H-benzo[d]imidazole (Intermediate 11, 60 mg, 0.196 mmol) and (S)-tert-butyl morpholin-3-ylmethylcarbamate (50.8 mg, 0.235 mmol) in DMSO (1 mL) was treated with triethylamine (0.08 mL, 0.6 mmol) and the mixture was irradiated in a microwave at 185° C. for 1 hr. After cooling to r.t., di-tert-butyl dicarbonate (0.05 mL, 0.2 mmol) and triethylamine (0.08 mL, 0.574 mmol) were added and the reaction mixture was stirred at r.t. for 1 h. Water was then added to the reaction mixture and the precipitated product was collected via filtration, washed with water, and air dried. The crude product obtained was used in the next step without further purification. LCMS calculated for C₂₃H₂₈FN₆O₅ (M+H)⁺: m/z=487.2; Found: 487.2.

Step 2: (S)-tert-Butyl (4-(5-amino-2-(3-fluoropyridin-4-yl)-1-methyl-1H-benzo[d]imidazol-4-yl)morpholin-3-yl)methylcarbamate

A mixture of (S)-tert-butyl (4-(2-(3-fluoropyridin-4-yl)-1-methyl-5-nitro-1H-benzo[d]imidazol-4-yl)morpholin-3-yl)methylcarbamate (from step 1), iron (65.6 mg, 1.17 mmol), and ammonium chloride (84 mg, 1.6 mmol) in THF (2 mL), MeOH (2 mL), and water (2 mL) was stirred at 60° C. for 1 hr. After cooling to r.t., the reaction mixture was filtered through a plug of Celite, diluted with water, and extracted with CH₂Cl₂. The combined organic phases were dried over MgSO₄ and the solvents were concentrated under vacuum. The crude product obtained was used in the next step without further purification.

Step 3: (S)—N-(4-(3-(Aminomethyl)morpholino)-2-(3-fluoropyridin-4-yl)-1-methyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

HATU (74.4 mg, 0.196 mmol) was added to a solution of (S)-tert-butyl (4-(5-amino-2-(3-fluoropyridin-4-yl)-1-methyl-1H-benzo[d]imidazol-4-yl)morpholin-3-yl)methylcarbamate (from step 2), 2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxylic acid (Intermediate 4, 48.6 mg, 0.196 mmol), and triethylamine (0.08 mL, 0.6 mmol) in DMF (1 mL). The reaction mixture was stirred at 50° C. for 30 mins. After cooling to r.t., water was added and the precipitated product was collected via filtration, washed with water, and air dried. The solid residue was then redissolved in TFA and CH₂Cl₂ and stirred at 50° C. for 30 mins. The mixture was then diluted with acetonitrile and purified with prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min). LCMS calculated for C₃₀H₂₉F₂N₈O₃ (M+H)⁺: m/z=587.2; Found 587.3.

Example 9. (R)-2-(2,6-Difluorophenyl)-N-(2-(3-fluoropyridin-4-yl)-4-(2-(hydroxymethyl)piperazin-1-yl)-1-methyl-1H-benzo[d]imidazol-5-yl)pyrimidine-4-carboxamide

This compound was prepared according to the procedures described in Example 8, using (R)-tert-butyl 3-(hydroxymethyl)piperazine-1-carboxylate instead of (S)-tert-butyl morpholin-3-ylmethylcarbamate and 2-(2,6-difluorophenyl)pyrimidine-4-carboxylic acid (Intermediate 5) instead of 2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxylic acid as starting materials. Purified with prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min). LCMS calculated for C₂₉H₂₆F₃N₈O₂ (M+H)⁺: m/z=575.2; Found: 575.3.

Example 10. N-(4-((1S,4S)-2,5-Diazabicyclo[2.2.1]heptan-2-yl)-2-(3-fluoropyridin-4-yl)-1-methyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

This compound was prepared according to the procedures described in Example 1, using 4-chloro-2-(3-fluoropyridin-4-yl)-1-methyl-5-nitro-1H-benzo[d]imidazole (Intermediate 11) instead of 4-chloro-2-(3-fluoropyridin-2-yl)-1-methyl-5-nitro-1H-benzo[d]imidazole and (1S,4S)-tert-butyl 2,5-diazabicyclo[2.2.1]heptane-2-carboxylate instead of tert-butyl ((3R,5S)-5-(hydroxymethyl)pyrrolidin-3-yl)carbamate as starting materials. Purified with prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min). LCMS calculated for C₃₀H₂₇F₂N₈O₂ (M+H)⁺: m/z=569.2; Found: 569.3.

Example 11. N-(4-((1S,4S)-2-Oxa-5-azabicyclo[2.2.1]heptan-5-yl)-2-(3-fluoropyridin-4-yl)-1-methyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

This compound was prepared according to the procedures described in Example 1, using 4-chloro-2-(3-fluoropyridin-4-yl)-1-methyl-5-nitro-1H-benzo[d]imidazole (Intermediate 11) instead of 4-chloro-2-(3-fluoropyridin-2-yl)-1-methyl-5-nitro-1H-benzo[d]imidazole and (1S,4S)-2-oxa-5-azabicyclo[2.2.1]heptane instead of tert-butyl ((3R,5S)-5-(hydroxymethyl)pyrrolidin-3-yl)carbamate as starting materials. Purified with prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min). LCMS calculated for C₃₀H₂₆F₂N₇O₃ (M+H)⁺: m/z=570.2; Found: 570.2.

Intermediate 12. 4-Chloro-1,2-dimethyl-5-nitro-1H-benzo[d]imidazole

Step 1. N-(2-Chloro-6-fluorophenyl)acetamide

Acetic anhydride (10 mL, 106 mmol) was added to a solution of 2-chloro-6-fluoroaniline (12.81 g, 88 mmol) in AcOH (44 mL) and the mixture was stirred at 90° C. for 2 hrs. After cooling to r.t., water was added and the solid precipitate was collected by filtration, washed with water, and air dried to afford N-(2-chloro-6-fluorophenyl)acetamide (16.2 g, 98% yield) as a white solid. The crude product obtained was used directly in the next step without further purification. LCMS calculated for C₈H₈ClFNO (M+H)⁺: m/z=188.0; Found 188.0.

Step 2. N-(2-Chloro-6-fluoro-3-nitrophenyl)acetamide

A mixture of N-(2-chloro-6-fluorophenyl)acetamide (16.2 g, 87 mmol) in H₂SO₄ (43 mL) was cooled in an acetone/ice bath and treated with nitric acid (4.6 mL, 103 mmol) dropwise. The mixture was stirred for 2 hrs. It was then carefully poured into an ice/water mixture, and the solid precipitate was collected by filtration, washed with water, and air dried to afford N-(2-chloro-6-fluoro-3-nitrophenyl)acetamide (10.4 g, 44.7 mmol, 52% yield) as an off-white solid. The crude product obtained was used directly in the next step without further purification. LCMS calculated for C₈H₇ClFN₂O₃ (M+H)⁺: m/z=233.0; Found 233.1.

Step 3. 4-Chloro-1,2-dimethyl-5-nitro-1H-benzo[d]imidazole

A mixture of N-(2-chloro-6-fluoro-3-nitrophenyl)acetamide (7.0 g, 30 mmol), a 33% solution of methanamine in EtOH (3.75 mL, 30.1 mmol), and triethylamine (8.4 mL, 60 mmol) in DMSO (30 mL) was stirred at r.t. for 2 hrs. The mixture was then sparged with nitrogen for 30 mins, additional triethylamine (8.4 mL, 60 mmol) was added, and the reaction mixture was heated to 120° C. for 4 hrs. After cooling to r.t., water was added, and the solid precipitate was collected by filtration, washed with water, and air dried to afford 4-chloro-1,2-dimethyl-5-nitro-1H-benzo[d]imidazole (4.51 g, 66% yield) as a light yellow solid. The crude product obtained was used directly in the next step without further purification. LCMS calculated for C₉H₉ClN₃O₂ (M+H)⁺: m/z=226.0; Found 226.1.

Example 12. (S)—N-(4-(2-(Aminomethyl)pyrrolidin-1-yl)-1,2-dimethyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

This compound was prepared according to the procedures described in Example 1, using 4-chloro-1,2-dimethyl-5-nitro-1H-benzo[d]imidazole (Intermediate 12) instead of 4-chloro-2-(3-fluoropyridin-2-yl)-1-methyl-5-nitro-1H-benzo[d]imidazole and (S)-tert-butyl pyrrolidin-2-ylmethylcarbamate instead of tert-butyl ((3R,5S)-5-(hydroxymethyl)pyrrolidin-3-yl)carbamate as starting materials. Purified with prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min). LCMS calculated for C₂₆H₂₉FN₇O₂ (M+H)⁺: m/z=490.2; Found: 490.3. ¹H NMR (500 MHz, DMSO-d₆) δ 11.29 (s, 1H), 9.29 (d, J=5.0 Hz, 1H), 8.44 (d, J=8.8 Hz, 1H), 8.16 (d, J=5.0 Hz, 1H), 7.74 (br, 3H), 7.63 (d, J=8.8 Hz, 1H), 7.58 (td, J=8.5, 6.9 Hz, 1H), 7.09 (d, J=8.5 Hz, 1H), 7.06-6.95 (m, 1H), 4.10 (s, 1H), 3.83 (s, 3H), 3.78 (s, 3H), 3.28-3.13 (m, 2H), 2.69 (s, 3H), 2.59-2.51 (m, 2H), 2.31-2.15 (m, 1H), 1.98-1.79 (m, 1H), 1.73-1.52 (m, 2H) ppm.

Example 13. (R)—N-(4-(2-(Aminomethyl)pyrrolidin-1-yl)-1,2-dimethyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

This compound was prepared according to the procedures described in Example 1, using 4-chloro-1,2-dimethyl-5-nitro-1H-benzo[d]imidazole (Intermediate 12) instead of 4-chloro-2-(3-fluoropyridin-2-yl)-1-methyl-5-nitro-1H-benzo[d]imidazole and (R)-tert-butyl pyrrolidin-2-ylmethylcarbamate instead of tert-butyl ((3R,5S)-5-(hydroxymethyl)pyrrolidin-3-yl)carbamate as starting materials. Purified with prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min). LCMS calculated for C₂₆H₂₉FN₇O₂ (M+H)⁺: m/z=490.2; Found: 490.2.

Example 14. (R)-2-(2-Fluoro-6-methoxyphenyl)-N-(4-(2-(hydroxymethyl)pyrrolidin-1-yl)-1,2-dimethyl-1H-benzo[d]imidazol-5-yl)pyrimidine-4-carboxamide

This compound was prepared according to the procedures described in Example 1, using 4-chloro-1,2-dimethyl-5-nitro-1H-benzo[d]imidazole (Intermediate 12) instead of 4-chloro-2-(3-fluoropyridin-2-yl)-1-methyl-5-nitro-1H-benzo[d]imidazole and (R)-pyrrolidin-2-ylmethanol instead of tert-butyl ((3R,5S)-5-(hydroxymethyl)pyrrolidin-3-yl)carbamate as starting materials. Purified with prep-LCMS (XBridge C₁₈ column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min). LCMS calculated for C₂₆H₂₈FN₆O₃ (M+H)⁺: m/z=491.2; Found: 491.2.

Example 15. N-(4-((2S,4R)-4-Amino-2-(hydroxymethyl)pyrrolidin-1-yl)-1,2-dimethyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

This compound was prepared according to the procedures described in Example 1, using 4-chloro-1,2-dimethyl-5-nitro-1H-benzo[d]imidazole (Intermediate 12) instead of 4-chloro-2-(3-fluoropyridin-2-yl)-1-methyl-5-nitro-1H-benzo[d]imidazole as starting material. Purified with prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min). LCMS calculated for C₂₆H₂₉FN₇O₃ (M+H)⁺: m/z=506.2; Found: 506.2.

Example 16. N-(4-((1R,4R)-2,5-Diazabicyclo[2.2.1]heptan-2-yl)-1,2-dimethyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

This compound was prepared according to the procedures described in Example 1, using 4-chloro-1,2-dimethyl-5-nitro-1H-benzo[d]imidazole (Intermediate 12) instead of 4-chloro-2-(3-fluoropyridin-2-yl)-1-methyl-5-nitro-1H-benzo[d]imidazole and (1R,4R)-tert-butyl 2,5-diazabicyclo[2.2.1]heptane-2-carboxylate instead of tert-butyl ((3R,5S)-5-(hydroxymethyl)pyrrolidin-3-yl)carbamate as starting materials. Purified with prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min). LCMS calculated for C₂₆H₂₇FN₇O₂ (M+H)⁺: m/z=488.2; Found: 488.2.

Intermediate 13. 4-Chloro-2-isopropyl-1-methyl-5-nitro-1H-benzo[d]imidazole

Step 1. N-(2-Chloro-6-fluorophenyl)isobutyramide

A mixture of 2-chloro-6-fluoroaniline (1.5 g, 10.3 mmol), pyridine (1.0 mL, 12.4 mmol), and isobutyric anhydride (2.0 mL, 12.1 mmol) was purged with nitrogen and irradiated in a microwave reactor at 150° C. for 2 hrs. After cooling to r.t., water was added and the mixture was stirred until a solid precipitate formed. The resulting solid was then collected by filtration, washed with water, and air dried to afford N-(2-chloro-6-fluorophenyl)isobutyramide in quantitative yield as an off-white solid. The crude product obtained was used directly in the next step without further purification. LCMS calculated for C₁₀H₁₂ClFNO (M+H)⁺: m/z=216.1; Found 216.1.

Step 2. N-(2-Chloro-6-fluoro-3-nitrophenyl)isobutyramide

A mixture of N-(2-chloro-6-fluorophenyl)isobutyramide (2.22 g, 10.29 mmol) in H₂SO₄ (3 mL) was cooled in an ice bath, treated with nitric acid (0.575 ml, 12.87 mmol) dropwise and stirred at 0° C. for 30 mins. The ice bath was removed and the mixture was stirred at r.t. for 30 mins, and heated at 50° C. for 45 mins. After cooling to r.t., the mixture was poured into an ice/water mixture and the product was extracted with CH₂Cl₂. The combined organic phases were dried over MgSO₄, concentrated to about 30 mL, and diluted with hexanes until a solid precipitates out. The solid precipitate was then collected by filtration and air dried. The crude product obtained was used directly in the next step without further purification. LCMS calculated for C₁₀H₁₁ClFN₂O₃ (M+H)⁺: m/z=261.0; Found 261.0.

Step 3. 4-Chloro-2-isopropyl-1-methyl-5-nitro-1H-benzo[d]imidazole

A mixture of N-(2-chloro-6-fluoro-3-nitrophenyl)acetamide (7.0 g, 30 mmol), a 33% solution of methanamine in EtOH (3.75 mL, 30.1 mmol), and triethylamine (8.4 mL, 60 mmol) in DMSO (30 mL) was stirred at r.t. for 2 hrs. The mixture was then sparged with nitrogen for 30 mins, and stirred at 90° C. for 3 hrs. and 130° C. overnight. After cooling to r.t., the mixture was diluted with water and extracted with CH₂Cl₂. The combined organic phases were dried over MgSO₄, concentrated, and the crude residue was purified by Biotage Isolera™. LCMS calculated for C₁₁H₁₃ClN₃O₂ (M+H)⁺: m/z=254.1; Found 254.0.

Example 17. N-(4-((1S,4S)-2,5-Diazabicyclo[2.2.1]heptan-2-yl)-2-isopropyl-1-methyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

This compound was prepared according to the procedures described in Example 1, using 4-chloro-2-isopropyl-1-methyl-5-nitro-1H-benzo[d]imidazole (Intermediate 13) instead of 4-chloro-2-(3-fluoropyridin-2-yl)-1-methyl-5-nitro-1H-benzo[d]imidazole and (1S,4S)-tert-butyl 2,5-diazabicyclo[2.2.1]heptane-2-carboxylate instead of tert-butyl ((3R,5S)-5-(hydroxymethyl)pyrrolidin-3-yl)carbamate as starting materials. Purified with prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min). LCMS calculated for C₂₈H₃₁FN₇O₂ (M+H)⁺: m/z=516.3; Found: 516.2.

Intermediate 14. (S)-tert-Butyl (1-(2-amino-3-fluoro-6-nitrophenyl)pyrrolidin-2-yl)methylcarbamate

A mixture of (S)-tert-butyl pyrrolidin-2-ylmethylcarbamate (2.4 g, 12.0 mmol), 2,6-difluoro-3-nitroaniline (2.0 g, 11.5 mmol), 2-methoxyethanol (15 mL), and triethylamine (3 mL, 21.5 mmol) was stirred at 120° C. overnight. The mixture was then cooled to r.t., diluted with water and extracted with CH₂Cl₂. The combined organic phases were dried over MgSO₄, concentrated, and the crude product obtained was purified by Biotage Isolera™ to afford tert-butyl (S)-((1-(2-amino-3-fluoro-6-nitrophenyl)pyrrolidin-2-yl)methyl)carbamate (1.51 g, 37% yield) as an orange oil. LCMS calculated for C₁₆H₂₄FN₄O₄ (M+H)⁺: m/z=355.2; Found: 355.1.

Intermediate 15. (S)-tert-Butyl (1-(2-amino-3-(methylamino)-6-nitrophenyl)pyrrolidin-2-yl)methylcarbamate

To a mixture of tert-butyl (S)-((1-(2-amino-3-fluoro-6-nitrophenyl)pyrrolidin-2-yl)methyl)carbamate (800 mg, 2.26 mmol) in DMSO (10 mL) was added a 33% solution of methanamine (1 mL, 8 mmol) in EtOH and triethylamine (1 mL, 7.2 mmol). The mixture was stirred at 100° C. for 2 d. After cooling to r.t., water was added, and the solid precipitate collected via filtration, washed with water, and dried under air. The crude product obtained was used directly in the next step without further purification. LCMS calculated for C₁₇H₂₈N₅O₄ (M+H)⁺: m/z=366.2; Found: 366.2.

Example 18. (S)—N-(4-(2-(Aminomethyl)pyrrolidin-1-yl)-2-(3-fluoropyridin-4-yl)-1-methyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

Step 1. (S)-tert-Butyl (1-(2-(3-fluoropyridin-4-yl)-1-methyl-5-nitro-H-benzo[d]imidazol-4-yl)pyrrolidin-2-yl)methylcarbamate

DMF (20 mg, 0.274 mmol) was added to a mixture of 3-fluoroisonicotinic acid (260 mg, 1.85 mmol) in anhydrous CH₂Cl₂ (8 mL). The mixture was cooled in an ice bath, treated with oxalyl chloride (0.16 mL, 1.83 mmol) dropwise, and warmed to r.t. overnight. A mixture of (S)-tert-butyl (1-(2-amino-3-(methylamino)-6-nitrophenyl)pyrrolidin-2-yl)methylcarbamate (Intermediate 15, 674 mg, 1.85 mmol) and triethylamine (0.3 mL, 2.2 mmol) in anhydrous CH₂Cl₂ (8 mL) was then added, and the mixture was stirred at r.t. for 2 hrs. The solvent was concentrated under vacuum, and the residue was dissolved in DMSO (8 mL) and stirred at 60° C. for 2 hrs. After cooling to r.t., water was added, and the solid precipitate collected via filtration, washed with water, and air dried. The crude product obtained was used directly in the next step without further purification. LCMS calculated for C₂₃H₂₈FN₆O₄ (M+H)⁺: m/z=471.2; Found 471.2.

Step 2. (S)-tert-Butyl (1-(5-amino-2-(3-fluoropyridin-4-yl)-1-methyl-1H-benzo[d]imidazol-4-yl)pyrrolidin-2-yl)methylcarbamate

A mixture of tert-butyl (S)-((1-(2-(3-fluoropyridin-4-yl)-1-methyl-5-nitro-1H-benzo[d]imidazol-4-yl)pyrrolidin-2-yl)methyl)carbamate (from step 1), iron (618 mg, 11.0 mmol), and ammonium chloride (790 mg, 14.8 mmol) in THF (8 mL), MeOH (8 mL), and water (8 mL) was stirred at 60° C. for 1 hr. After cooling to r.t., the reaction mixture was filtered through a plug of Celite, diluted with water, and extracted with CH₂Cl₂. The combined organic phases were dried over MgSO₄ and the solvents were concentrated under vacuum. The crude product obtained was used directly in the next step without further purification. LCMS calculated for C₂₃H₃₀FN₆O₂ (M+H)⁺: m/z=441.2; Found 441.2.

Step 3. (S)—N-(4-(2-(Aminomethyl)pyrrolidin-1-yl)-2-(3-fluoropyridin-4-yl)-1-methyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

HATU (702 mg, 1.85 mmol) was added to a solution of tert-butyl (S)-((1-(5-amino-2-(3-fluoropyridin-4-yl)-1-methyl-1H-benzo[d]imidazol-4-yl)pyrrolidin-2-yl)methyl)carbamate (from step 2), 2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxylic acid (Intermediate 4, 458 mg, 1.85 mmol), and triethylamine (0.3 mL, 2.152 mmol) in DMF (3 mL). The reaction mixture was stirred at 50° C. for 30 mins. After cooling to r.t., water was added and the precipitated product was collected via filtration, washed with water, and air dried. The solid residue was then redissolved in TFA and CH₂Cl₂ and stirred at 50° C. for 30 mins. The mixture was then diluted with acetonitrile and purified with prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min). Fractions containing the desired product were concentrated and purified with prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% NH₄OAc, at flow rate of 60 mL/min). LCMS calculated for C₃₀H₂₉F₂N₈O₂ (M+H)⁺: m/z=571.2; Found 571.2. ¹H NMR (500 MHz, DMSO-d₆) δ 9.28 (d, J=5.0 Hz, 1H), 8.84 (d, J=1.4 Hz, 1H), 8.66 (dd, J=4.8, 1.1 Hz, 1H), 8.55 (d, J=8.8 Hz, 1H), 8.16 (d, J=5.0 Hz, 1H), 7.79 (dd, J=6.2, 4.8 Hz, 1H), 7.61-7.51 (m, 2H), 7.08 (d, J=8.5 Hz, 1H), 7.00 (t, J=8.7 Hz, 1H), 4.11-4.02 (m, 1H), 3.77 (s, 6H), 3.33-3.18 (m, 3H), 2.35-2.23 (m, 2H), 2.09-1.98 (m, 1H), 1.87-1.76 (m, 1H), 1.65-1.54 (m, 1H), 1.53-1.44 (m, 1H).

Example 19. (S)—N-(4-(2-(Aminomethyl)pyrrolidin-1-yl)-1-methyl-2-(1-methyl-1H-pyrazol-5-yl)-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

This compound was prepared according to a modification of the procedures described in Example 18. In step 1, 1-methyl-1H-pyrazole-5-carbonyl chloride was used directly instead of forming the acyl chloride in situ from 3-fluoroisonicotinic acid, oxalyl chloride, and catalytic DMF. The crude product obtained was purified with prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min). LCMS calculated for C₂₉H₃₁FN₉O₂ (M+H)⁺: m/z=556.3; Found: 556.3.

Example 20. (S)—N-(4-(2-(Aminomethyl)pyrrolidin-1-yl)-1-methyl-2-(tetrahydro-2H-pyran-4-yl)-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

This compound was prepared according to a modification of the procedures described in Example 18. In step 1, tetrahydro-2H-pyran-4-carbonyl chloride was used directly instead of forming the acyl chloride in situ from 3-fluoroisonicotinic acid, oxalyl chloride, and catalytic DMF. Purified with prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min). LCMS calculated for C₃₀H₃₅FN₇O₃ (M+H)⁺: m/z=560.3; Found: 560.3.

Intermediate 16. (S)-tert-butyl (1-(2-Acetamido-3-fluoro-6-nitrophenyl)pyrrolidin-2-yl)methylcarbamate

In a vial with a stir bar, a mixture of (S)-tert-butyl (1-(2-amino-3-fluoro-6-nitrophenyl)pyrrolidin-2-yl)methylcarbamate (Intermediate 14, 1.04 g, 2.93 mmol), acetic anhydride (0.3 mL, 3.2 mmol), and AcOH (3 mL) was stirred at 90° C. for 1 hr. After cooling to r.t., water was added providing an orange oily emulsion. The water was decanted off and the oil was dissolved in DMSO (2 mL). Water was then added and the precipitated product was collected by filtration, washed with water, and dried under air. LCMS calculated for C₁₈H₂₅FN₄O₅Na (M+Na)⁺: m/z=419.2; Found: 419.2.

Example 21. (S)—N-(4-(2-(Aminomethyl)pyrrolidin-1-yl)-1-(2-methoxyethyl)-2-methyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

Step 1. (S)-tert-Butyl (1-(1-(2-methoxyethyl)-2-methyl-5-nitro-1H-benzo[d]imidazol-4-yl)pyrrolidin-2-yl)methylcarbamate

To a mixture of (S)-tert-butyl (1-(2-acetamido-3-fluoro-6-nitrophenyl)pyrrolidin-2-yl)methylcarbamate (Intermediate 16, 81 mg, 0.20 mmol) in DMSO (1 mL) was added 2-methoxyethanamine (46 mg, 0.61 mmol) and triethylamine (0.085 ml, 0.61 mmol). The mixture was sealed and stirred at 80° C. overnight. After cooling to r.t., water was added and the solid precipitate collected via filtration, washed with water, and air dried. The crude product obtained was used directly in the next step without further purification. LCMS calculated for C₂₁H₃₂N₅O₅ (M+H)⁺: m/z=434.2; Found 434.2.

Step 2. (S)-tert-Butyl (1-(5-amino-1-(2-methoxyethyl)-2-methyl-1H-benzo[d]imidazol-4-yl)pyrrolidin-2-yl)methylcarbamate

A mixture of (S)-tert-butyl (1-(1-(2-methoxyethyl)-2-methyl-5-nitro-1H-benzo[d]imidazol-4-yl)pyrrolidin-2-yl)methylcarbamate (from step 1), iron (68.5 mg, 1.23 mmol), and ammonium chloride (87 mg, 1.64 mmol) in THF (2 mL), MeOH (2 mL) and water (2 mL) was stirred at 60° C. for 1 hr. After cooling to r.t., the reaction mixture was filtered through a plug of Celite, diluted with water, and extracted with CH₂Cl₂. The combined organic phases were dried over MgSO₄ and the solvents were concentrated under vacuum. The crude product obtained was used in the next step without further purification. LCMS calculated for C₂₁H₃₄N₅O₃ (M+H)⁺: m/z=404.3; Found 404.3.

Step 3. (S)—N-(4-(2-(Aminomethyl)pyrrolidin-1-yl)-1-(2-methoxyethyl)-2-methyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

HATU (78 mg, 0.20 mmol) was added to a solution of tert-butyl (S)-((1-(5-amino-1-(2-methoxyethyl)-2-methyl-1H-benzo[d]imidazol-4-yl)pyrrolidin-2-yl)methyl)carbamate (from step 2), 2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxylic acid (Intermediate 4, 50.7 mg, 0.204 mmol), and triethylamine (0.085 ml, 0.61 mmol) in DMF (1 mL). The reaction mixture was stirred at 50° C. for 30 mins. After cooling to r.t., water was added and the precipitated product was collected via filtration, washed with water, and air dried. The solid residue was then redissolved in TFA and CH₂Cl₂ and stirred at 50° C. for 30 mins. The mixture was then diluted with acetonitrile and purified with prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min). LCMS calculated for C₂₈H₃₃FN₇O₃ (M+H)⁺: m/z=534.3; Found 534.2.

Example 22. N-(4-((S)-2-(Aminomethyl)pyrrolidin-1-yl)-1-((R)-1-methoxypropan-2-yl)-2-methyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

This compound was prepared according to the procedures described in Example 21, using (R)-1-methoxypropan-2-amine instead of 2-methoxyethanamine as starting material. LCMS calculated for C₂₉H₃₅FN₇O₃ (M+H)⁺: m/z=548.3; Found: 548.3.

Example 23. (S)—N-(4-(2-(Aminomethyl)pyrrolidin-1-yl)-1-(2-methoxy-2-methylpropyl)-2-methyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

This compound was prepared according to the procedures described in Example 21, using 2-methoxy-2-methylpropan-1-amine instead of 2-methoxyethanamine as starting material. LCMS calculated for C₃₀H₃₇FN₇O₃ (M+H)⁺: m/z=562.3; Found: 562.3.

Example 24. N-(4-((S)-2-(Aminomethyl)pyrrolidin-1-yl)-2-methyl-1-((S)-tetrahydrofuran-3-yl)-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

This compound was prepared according to the procedures described in Example 21, using (S)-tetrahydrofuran-3-amine instead of 2-methoxyethanamine as starting material. LCMS calculated for C₂₉H₃₃FN₇O₃ (M+H)⁺: m/z=546.3; Found: 546.3.

Intermediate 17. (S)-tert-Butyl (1-(3-fluoro-2-(2-methoxyacetamido)-6-nitrophenyl)pyrrolidin-2-yl)methylcarbamate

A mixture of 2-methoxyacetic acid (0.3 mL, 3.9 mmol) and DMF (10 mg, 0.14 mmol) in anhydrous CH₂Cl₂ (1.5 mL) was cooled in an ice bath and treated dropwise with oxalyl chloride (0.3 mL, 3.4 mmol). The ice bath was removed, the reaction mixture was stirred at r.t. for 1 hr and then treated with a mixture of (S)-tert-butyl (1-(2-amino-3-fluoro-6-nitrophenyl)pyrrolidin-2-yl)methylcarbamate (Intermediate 14, 250 mg, 0.705 mmol) and triethylamine (0.2 mL, 1.4 mmol) in anhydrous CH₂Cl₂ (1.5 mL). The resulting reaction mixture was stirred at r.t. for 2 hrs, diluted with water and extracted with CH₂Cl₂. The combined organic phases were dried over MgSO₄ and concentrated. The crude product obtained was used in the next step without further purification. LCMS calculated for C₁₉H₂₇FN₄O₆Na (M+Na)⁺: m/z=449.2; Found: 449.1.

Example 25. (S)—N-(4-(2-(Aminomethyl)pyrrolidin-1-yl)-2-(methoxymethyl)-1-methyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

This compound was prepared according to a modification of the procedures described in Example 21, using a 33% solution of methanamine in ethanol (7 equiv) instead of 2-methoxyethanamine and (S)-tert-butyl (1-(3-fluoro-2-(2-methoxyacetamido)-6-nitrophenyl)pyrrolidin-2-yl)methylcarbamate (Intermediate 17) instead of (S)-tert-butyl (1-(2-acetamido-3-fluoro-6-nitrophenyl)pyrrolidin-2-yl)methylcarbamate as starting materials. Step 1 was stirred at 120° C. LCMS calculated for C₂₇H₃₁FN₇O₃ (M+H)⁺: m/z=520.2; Found: 520.2.

Intermediate 18. (S)-tert-Butyl (1-(3-fluoro-2-(3-methoxypropanamido)-6-nitrophenyl)pyrrolidin-2-yl)methylcarbamate

This compound was prepared according to the procedures described in Intermediate 17, using 3-methoxypropanoic acid instead of 2-methoxyacetic acid as starting material. LCMS calculated for C₂₀H₂₉FN₄O₆Na (M+Na)⁺: m/z=463.2; Found: 463.1.

Example 26. (S)—N-(4-(2-(Aminomethyl)pyrrolidin-1-yl)-2-(2-methoxyethyl)-1-methyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

This compound was prepared according to a modification of the procedures described in Example 21, using a 33% solution of methanamine in ethanol (7 equiv) instead of 2-methoxyethanamine and (S)-tert-butyl (1-(3-fluoro-2-(3-methoxypropanamido)-6-nitrophenyl)pyrrolidin-2-yl)methylcarbamate (Intermediate 18) instead of (S)-tert-butyl (1-(2-acetamido-3-fluoro-6-nitrophenyl)pyrrolidin-2-yl)methylcarbamate as starting materials. Step 1 was stirred at 120° C. LCMS calculated for C₂₈H₃₃FN₇O₃ (M+H)⁺: m/z=534.3; Found: 534.2.

Example 27. N-(4-((S)-2-(Aminomethyl)pyrrolidin-1-yl)-1-((R)-tetrahydrofuran-3-yl)-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

Step 1. tert-Butyl ((S)-1-(2-amino-6-nitro-3-((R)-tetrahydrofuran-3-ylamino)phenyl)pyrrolidin-2-yl)methylcarbamate

To a mixture of (S)-tert-butyl (1-(2-amino-3-fluoro-6-nitrophenyl)pyrrolidin-2-yl)methylcarbamate (Intermediate 14, 122 mg, 0.344 mmol) in DMSO (1 mL) was added (R)-tetrahydrofuran-3-amine (90 mg, 1.0 mmol) and triethylamine (0.14 mL, 1.0 mmol). The reaction mixture was sealed and stirred at 120° C. overnight. After cooling to r.t., water was added and the precipitated product was collected via filtration, washed with water, and air dried. The crude product obtained was used in the next step without further purification. LCMS calculated for C₂₀H₃₂N₅O₅ (M+H)⁺: m/z=422.2; Found: 422.2.

Step 2. tert-Butyl ((S)-1-(5-nitro-1-((R)-tetrahydrofuran-3-yl)-1H-benzo[d]imidazol-4-yl)pyrrolidin-2-yl)methylcarbamate

A mixture tert-butyl ((S)-1-(2-amino-6-nitro-3-((R)-tetrahydrofuran-3-ylamino)phenyl)pyrrolidin-2-yl)methylcarbamate (72.5 mg, 0.172 mmol), triethyl orthoformate (0.07 mL, 0.42 mmol), and ethanol (1 mL) was stirred at 100° C. overnight. After cooling to r.t., the reaction mixture was diluted with water and extracted with CH₂Cl₂. The combined organic phases were dried over MgSO₄ and the solvents were concentrated under vacuum. The crude product obtained was used in the next step without further purification. LCMS calculated for C₂₁H₃₀N₅O₅ (M+H)⁺: m/z=432.2; Found 432.2.

Step 3. tert-Butyl ((S)-1-(5-amino-1-((R)-tetrahydrofuran-3-yl)-1H-benzo[d]imidazol-4-yl)pyrrolidin-2-yl)methylcarbamate

A mixture of tert-butyl ((S)-1-(5-nitro-1-((R)-tetrahydrofuran-3-yl)-1H-benzo[d]imidazol-4-yl)pyrrolidin-2-yl)methylcarbamate (from step 2), iron (57.6 mg, 1.03 mmol), and ammonium chloride (73.6 mg, 1.38 mmol) in THF (2 mL), MeOH (2 mL), and water (2 mL) was stirred at 60° C. for 1 hr. After cooling to r.t., the reaction mixture was filtered through a plug of Celite, diluted with water, and extracted with CH₂Cl₂. The combined organic phases were dried over MgSO₄ and the solvents were concentrated under vacuum. The crude product obtained was used in the next step without further purification. LCMS calculated for C₂₁H₃₂N₅O₃ (M+H)⁺: m/z=402.2; Found 402.3.

Step 4. N-(4-((S)-2-(Aminomethyl)pyrrolidin-1-yl)-1-((R)-tetrahydrofuran-3-yl)-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

HATU (65.4 mg, 0.172 mmol) was added to a solution of tert-butyl ((S)-1-(5-amino-1-((R)-tetrahydrofuran-3-yl)-1H-benzo[d]imidazol-4-yl)pyrrolidin-2-yl)methylcarbamate (from step 3), 2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxylic acid (Intermediate 4, 42.7 mg, 0.172 mmol), and triethylamine (0.03 mL, 0.215 mmol) in DMF (1 mL). The reaction mixture was stirred at 50° C. for 30 mins. After cooling to r.t., water was added and the precipitated product was collected via filtration, washed with water, and air dried. The solid residue was then redissolved in TFA and CH₂Cl₂ and stirred at 50° C. for 30 mins. The mixture was then diluted with acetonitrile and purified with prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min). Fractions containing the desired product were concentrated and purified with prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% NH₄OH, at flow rate of 60 mL/min). LCMS calculated for C₂₈H₃₁FN₇O₃ (M+H)⁺: m/z=532.2; Found 532.2.

Example 28. (S)—N-(4-(2-(Aminomethyl)pyrrolidin-1-yl)-1-methyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

This compound was prepared according to the procedures described in Example 27, using (S)-tert-butyl (1-(2-amino-3-(methylamino)-6-nitrophenyl)pyrrolidin-2-yl)methylcarbamate (intermediate 15) instead of tert-butyl ((S)-1-(2-amino-6-nitro-3-((R)-tetrahydrofuran-3-ylamino)phenyl)pyrrolidin-2-yl)methylcarbamate as starting material. Purified with prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min). LCMS calculated for C₂₅H₂₇FN₇O₂ (M+H)⁺: m/z=476.2; Found: 476.2.

Intermediate 19. (S)-tert-Butyl 1-(2-acetamido-3-fluoro-6-nitrophenyl)pyrrolidin-3-ylcarbamate

Step 1. (S)-tert-Butyl 1-(2-amino-3-fluoro-6-nitrophenyl)pyrrolidin-3-ylcarbamate

A mixture of 2,6-difluoro-3-nitroaniline (3.0 g, 17 mmol), (S)-tert-butyl pyrrolidin-3-ylcarbamate (3.53 g, 19 mmol), triethylamine (2.88 ml, 20.7 mmol), and 2-methoxyethanol (23 mL) was stirred at 160° C. for 2 hrs. After cooling to r.t., the reaction mixture was diluted with water and extracted with CH₂Cl₂. The combined organic phases were dried over MgSO₄, concentrated, and the crude product obtained was purified by Biotage Isolera™ to afford (S)-tert-butyl 1-(2-amino-3-fluoro-6-nitrophenyl)pyrrolidin-3-ylcarbamate as a reddish-orange oil. LCMS calculated for C₁₅H₂₂FN₄O₄ (M+H)⁺: m/z=341.2; Found: 341.1.

Step 2. (S)-tert-Butyl 1-(2-acetamido-3-fluoro-6-nitrophenyl)pyrrolidin-3-ylcarbamate

A mixture of (S)-tert-butyl 1-(2-amino-3-fluoro-6-nitrophenyl)pyrrolidin-3-ylcarbamate (6.3 g, 18.5 mmol), pyridine (1.8 ml, 22 mmol), and acetic anhydride (2.1 mL, 22 mmol) was purged with nitrogen and stirred at 130° C. for 6 hrs. After cooling to r.t., the reaction mixture was diluted with CH₂Cl₂ and water, and the aqueous phase was made basic via the addition of a 50% aq. solution of NaOH. The mixture was extracted with CH₂Cl₂, and the combined organic phases were dried over MgSO₄, filtered, and concentrated to afford (S)-tert-butyl 1-(2-acetamido-3-fluoro-6-nitrophenyl)pyrrolidin-3-ylcarbamate. LCMS calculated for C₁₇H₂₄FN₄O₅ (M+H)⁺: m/z=383.2; Found: 383.1.

Example 29. (S)—N-(4-(3-Aminopyrrolidin-1-yl)-2-methyl-1-(pyridin-4-ylmethyl)-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

This compound was prepared according to the procedures described in Example 21, using (S)-tert-butyl 1-(2-acetamido-3-fluoro-6-nitrophenyl)pyrrolidin-3-ylcarbamate (Intermediate 19) instead of (S)-tert-butyl (1-(2-acetamido-3-fluoro-6-nitrophenyl)pyrrolidin-2-yl)methylcarbamate and pyridin-4-ylmethanamine instead of 2-methoxyethanamine as starting materials. LCMS calculated for C₃₀H₃₀FN₈O₂ (M+H)⁺: m/z=553.2; Found: 553.3.

Example 30. (S)—N-(4-(3-Aminopyrrolidin-1-yl)-2-methyl-1-((1-methyl-1H-pyrazol-4-yl)methyl)-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

This compound was prepared according to a modification of the procedures described in Example 21, using (S)-tert-butyl 1-(2-acetamido-3-fluoro-6-nitrophenyl)pyrrolidin-3-ylcarbamate (Intermediate 19) instead of (S)-tert-butyl (1-(2-acetamido-3-fluoro-6-nitrophenyl)pyrrolidin-2-yl)methylcarbamate and (1-methyl-1H-pyrazol-4-yl)methanamine hydrochloride instead of 2-methoxyethanamine as starting materials. In step 1, triethylamine (6 equiv) was used. LCMS calculated for C₂₉H₃₁FN₉O₂ (M+H)⁺: m/z=556.3; Found: 556.3.

Intermediate 20. N-(4-Chloro-1,2-dimethyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

This compound was prepared according to the procedure described in Example 1, using 4-chloro-1,2-dimethyl-5-nitro-1H-benzo[d]imidazole (Intermediate 12) instead of tert-butyl ((3R,5S)-1-(2-(3-fluoropyridin-2-yl)-1-methyl-5-nitro-1H-benzo[d]imidazol-4-yl)-5-(hydroxymethyl)pyrrolidin-3-yl)carbamate as starting material. Purified with prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min). LCMS calculated for C₂₁H₁₈ClFN₅O₂ (M+H)⁺: m/z=426.1; Found: 426.2.

Example 31. N-(4-(2-Aminophenyl)-1,2-dimethyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

A mixture of N-(4-chloro-1,2-dimethyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide (Intermediate 20, 5.6 mg, 0.013 mmol), tert-butyl (2-(4,4,5,5-tetramethyl-1,3,2-dioxaborolan-2-yl)phenyl)carbamate (12.6 mg, 0.039 mmol), XPhos Pd G2 (3.1 mg, 3.9 μmol), potassium phosphate tribasic (6 mg, 0.03 mmol), 1,4-dioxane (0.7 mL), and water (0.1 mL) was sparged with nitrogen, sealed, and stirred at 70° C. for 4 hrs. After cooling to r.t, the reaction mixture was concentrated, diluted with CH₂Cl₂ (1 mL), and TFA (1 mL) was added. The solution was stirred at r.t. overnight and 60° C. for 1 hr. The mixture was then diluted with acetonitrile and purified with prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min). LCMS calculated for C₂₇H₂₄FN₆O₂ (M+H)⁺: m/z=483.2; Found: 483.2.

Intermediate 21. (S)-tert-Butyl (1-(5-(2-chloropyrimidine-4-carboxamido)-1,2-dimethyl-1H-benzo[d]imidazol-4-yl)pyrrolidin-2-yl)methylcarbamate

Step 1: (S)-tert-Butyl (1-(1,2-dimethyl-5-nitro-1H-benzo[d]imidazol-4-yl)pyrrolidin-2-yl)methylcarbamate

To a mixture (S)-tert-butyl (1-(2-acetamido-3-fluoro-6-nitrophenyl)pyrrolidin-2-yl)methylcarbamate (Intermediate 16, 600 mg, 1.51 mmol) in DMSO (3 mL) was added a 33% solution of methanamine (0.6 mL, 5.0 mmol) in ethanol and triethylamine (0.6 mL, 4.3 mmol). The mixture was sealed and stirred at 80° C. overnight. After cooling to r.t., water was added and the solid precipitate collected via filtration, washed with water, and air dried. The crude product obtained was used directly in the next step without further purification. LCMS calculated for C₁₉H₂₈N₅O₄ (M+H)⁺: m/z=390.2; Found: 390.2.

Step 2: (S)-tert-butyl (1-(5-Amino-1,2-dimethyl-1H-benzo[d]imidazol-4-yl)pyrrolidin-2-yl)methylcarbamate

A mixture of (S)-tert-butyl (1-(1,2-dimethyl-5-nitro-1H-benzo[d]imidazol-4-yl)pyrrolidin-2-yl)methylcarbamate (from step 1), iron (507 mg, 9.08 mmol), and ammonium chloride (648 mg, 12.1 mmol) in THF (8 mL), MeOH (8 mL) and water (8 mL) was stirred at 60° C. for 2 hr. After cooling to r.t., the reaction mixture was filtered through a plug of Celite, diluted with water and extracted with CH₂Cl₂. The combined organic phases were dried over MgSO₄ and the solvents were concentrated under vacuum. The crude product obtained was used in the next step without further purification. LCMS calculated for C₁₉H₃₀N₅O₂ (M+H)⁺: m/z=360.2; Found: 360.2.

Step 3: (S)-tert-Butyl (1-(5-(2-chloropyrimidine-4-carboxamido)-1,2-dimethyl-1H-benzo[d]imidazol-4-yl)pyrrolidin-2-yl)methylcarbamate

HATU (157 mg, 0.412 mmol) was added to a solution of (S)-tert-butyl (1-(5-amino-1,2-dimethyl-1H-benzo[d]imidazol-4-yl)pyrrolidin-2-yl)methylcarbamate (148 mg, 0.412 mmol), 2-chloropyrimidine-4-carboxylic acid (65.3 mg, 0.412 mmol), and triethylamine (0.1 mL, 0.717 mmol) in DMF (1 mL). The reaction mixture was stirred at 50° C. for 1 hr. After cooling to r.t., water was added and the precipitated product was collected via filtration, washed with water, and air dried. The crude product obtained was used in the next step without further purification. LCMS calculated for C₂₄H₃₁ClN₇O₃ (M+H)⁺: m/z=500.2; Found: 500.2.

Example 32. (S)—N-(4-(2-(Aminomethyl)pyrrolidin-1-yl)-1,2-dimethyl-1H-benzo[d]imidazol-5-yl)-2-(2,6-difluorophenyl)pyrimidine-4-carboxamide

A mixture of (S)-tert-butyl (1-(5-(2-chloropyrimidine-4-carboxamido)-1,2-dimethyl-1H-benzo[d]imidazol-4-yl)pyrrolidin-2-yl)methylcarbamate (Intermediate 21, 68.6 mg, 0.137 mmol), (2,6-difluorophenyl)boronic acid (43.6 mg, 0.276 mmol), XPhos Pd G2 (21.7 mg, 0.0276 mmol), potassium phosphate tribasic (58.6 mg, 0.276 mmol), 1,4-dioxane (1 mL), and water (0.2 mL) was sparged with nitrogen, sealed, and stirred at 70° C. overnight. After cooling to r.t, the reaction mixture was concentrated, diluted with CH₂Cl₂ (1 mL), and treated with TFA (1 mL). The mixture was stirred at 60° C. for 30 mins and then cooled to r.t. The mixture was diluted with acetonitrile and purified with prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min). LCMS calculated for C₂₅H₂₆F₂N₇O (M+H)⁺: m/z=478.2; Found: 478.2.

Example 33. (S)—N-(4-(2-(Aminomethyl)pyrrolidin-1-yl)-1,2-dimethyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methylphenyl)pyrimidine-4-carboxamide

This compound was prepared according to the procedures described in Example 32, using (2-fluoro-6-methylphenyl)boronic acid instead of (2,6-difluorophenyl)boronic acid as starting material. LCMS calculated for C₂₆H₂₉FN₇O (M+H)⁺: m/z=474.2; Found: 474.2.

Example 34. N-(4-((S)-2-(Aminomethyl)pyrrolidin-1-yl)-1,2-dimethyl-1H-benzo[d]imidazol-5-yl)-5-fluoro-6-(2-fluoro-6-methoxyphenyl)picolinamide

This compound was prepared according to the procedures described in Example 32, using 6-bromo-5-fluoropicolinic acid instead of 2-chloropyrimidine-4-carboxylic acid and (2-fluoro-6-methoxyphenyl)boronic acid instead of (2,6-difluorophenyl)boronic acid as starting materials. LCMS calculated for C₂₇H₂₉F₂N₆O₂ (M+H)⁺: m/z=507.2; Found: 507.2.

Intermediate 22. 4-Fluoro-1-methyl-5-nitro-1H-indole

A mixture of 4-fluoro-5-nitro-1H-indole (135 mg, 0.749 mmol) in DMF (1.5 mL) was treated with potassium carbonate (155 mg, 1.12 mmol) and methyl iodide (0.07 mL, 1.12 mmol) and stirred at 80° C. overnight. After cooling to r.t., water was added and the solid precipitate collected via filtration, washed with water, and air dried. The crude product obtained was used directly in the next step without further purification. LCMS calculated for C₉H₈FN₂O₂ (M+H)⁺: m/z=195.1; Found: 195.1.

Example 35. (R)—N-(4-(2-(Aminomethyl)pyrrolidin-1-yl)-1-methyl-1H-indol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

This compound was prepared according the procedures described in Example 1, using 4-fluoro-1-methyl-5-nitro-1H-indole (Intermediate 22) instead of 4-chloro-2-(3-fluoropyridin-2-yl)-1-methyl-5-nitro-1H-benzo[d]imidazole and (R)-tert-butyl pyrrolidin-2-ylmethylcarbamate instead of tert-butyl ((3R,5S)-5-(hydroxymethyl)pyrrolidin-3-yl)carbamate as starting materials. Purified with prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min). LCMS calculated for C₂₆H₂₈FN₆O₂ (M+H)⁺: m/z=475.2; Found: 475.2.

Example 36. N-(4-((2S,4S)-4-Amino-2-(hydroxymethyl)pyrrolidin-1-yl)-1-methyl-1H-indol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

This compound was prepared according to the procedures described in Example 1, using 4-fluoro-1-methyl-5-nitro-1H-indole (Intermediate 22) instead of 4-chloro-2-(3-fluoropyridin-2-yl)-1-methyl-5-nitro-1H-benzo[d]imidazole and tert-butyl (3S,5S)-5-(hydroxymethyl)pyrrolidin-3-ylcarbamate instead of tert-butyl ((3R,5S)-5-(hydroxymethyl)pyrrolidin-3-yl)carbamate as starting materials. Purified with prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min). LCMS calculated for C₂₆H₂₈FN₆O₃ (M+H)⁺: m/z=491.2; Found: 491.2.

Example 37. (R)-2-(2-Fluoro-6-methoxyphenyl)-N-(1-methyl-4-(2-methylpiperazin-1-yl)-1H-indol-5-yl)pyrimidine-4-carboxamide

This compound was prepared according to a modification of the procedures described in Example 1, using 4-fluoro-1-methyl-5-nitro-1H-indole (Intermediate 22) instead of 4-chloro-2-(3-fluoropyridin-2-yl)-1-methyl-5-nitro-1H-benzo[d]imidazole and (R)-tert-butyl 3-methylpiperazine-1-carboxylate instead of tert-butyl ((3R,5S)-5-(hydroxymethyl)pyrrolidin-3-yl)carbamate as starting materials. Step 1 was stirred at 125° C. Purified with prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min). LCMS calculated for C₂₆H₂₈FN₆O₂ (M+H)⁺: m/z=475.2; Found: 475.3.

Example 38. N-(4-((1S,4S)-2,5-Diazabicyclo[2.2.1]heptan-2-yl)-1-methyl-1H-indol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

This compound was prepared according to a modification of the procedures described in Example 1, using 4-fluoro-1-methyl-5-nitro-1H-indole (Intermediate 22) instead of 4-chloro-2-(3-fluoropyridin-2-yl)-1-methyl-5-nitro-1H-benzo[d]imidazole and (1S,4S)-tert-butyl 2,5-diazabicyclo[2.2.1]heptane-2-carboxylate instead of tert-butyl ((3R,5S)-5-(hydroxymethyl)pyrrolidin-3-yl)carbamate as starting materials. Step 1 was stirred at 120° C. for 4 hrs. Purified with prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min). LCMS calculated for C₂₆H₂₆FN₆O₂ (M+H)⁺: m/z=473.2; Found: 473.2. ¹H NMR (600 MHz, DMSO-d₆) δ 10.54 (s, 1H), 9.29-9.20 (m, 1H), 8.84 (br, 2H), 8.16 (dd, J=5.4, 2.2 Hz, 1H), 8.01 (dd, J=8.9, 2.2 Hz, 1H), 7.56 (q, J=8.0 Hz, 1H), 7.38 (s, 1H), 7.27 (dd, J=8.9, 2.2 Hz, 1H), 7.07 (d, J=8.2 Hz, 1H), 7.00 (t, J=8.9 Hz, 1H), 6.72 (s, 1H), 4.42 (s, 1H), 4.17 (s, 1H), 3.78 (s, 6H), 3.62 (s, 2H), 3.35 (d, J=11.1 Hz, 1H), 3.14 (d, J=11.1 Hz, 1H), 2.03 (d, J=10.5 Hz, 1H), 1.67 (d, J=10.5 Hz, 1H).

Example 39. N-(4-((1S,4S)-2,5-Diazabicyclo[2.2.1]heptan-2-yl)-1-(pyridin-4-ylmethyl)-1H-indol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

Step 1. (1S,4S)-tert-Butyl 5-(5-nitro-1H-indol-4-yl)-2,5-diazabicyclo[2.2.1]heptane-2-carboxylate

A solution of 4-fluoro-5-nitro-1H-indole (320 mg, 1.78 mmol) and tert-butyl (1S,4S)-2,5-diazabicyclo[2.2.1]heptane-2-carboxylate (1.057 g, 5.33 mmol) in DMSO (3.9 mL) was treated with triethylamine (0.867 ml, 6.22 mmol). The mixture was heated to 90° C. for 2 hrs. The reaction was cooled to r.t. and water was added to precipitate the solid product, which was filtered, washed with water and used in the next step without further purification. LCMS calculated for C₁₈H₂₃N₄O₄ (M+H)⁺: m/z=359.2; found 359.1.

Step 2. (1S,4S)-tert-Butyl 5-(5-amino-1H-indol-4-yl)-2,5-diazabicyclo[2.2.1]heptane-2-carboxylate

A solution of (1S,4S)-tert-butyl 5-(5-nitro-1H-indol-4-yl)-2,5-diazabicyclo[2.2.1]heptane-2-carboxylate (637 mg, 1.776 mmol) in a 1:1:1 mixture of MeOH/Water/THF (4.5 mL) was treated with iron (397 mg, 7.11 mmol) and ammonium chloride (570 mg, 10.7 mmol). The mixture was heated to 60° C. for 2.5 hrs. After cooling to r.t., the reaction mixture was diluted with EtOAc, washed with brine, dried over sodium sulfate and the solvent was evaporated under vacuum. The crude product was used in the next step without further purification. LCMS calculated for C₁₈H₂₅N₄O₂ (M+H)⁺: m/z=329.2; found 329.2.

Step 3. (1S,4S)-tert-Butyl 5-(5-(2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamido)-1H-indol-4-yl)-2,5-diazabicyclo[2.2.2.1]heptane-2-carboxylate

A solution of tert-butyl (1S,4S)-5-(5-amino-1H-indol-4-yl)-2,5-diazabicyclo[2.2.1]heptane-2-carboxylate (583 mg, 1.78 mmol), 2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxylic acid (441 mg, 1.78 mmol) and HATU (810 mg, 2.13 mmol) in DMF (7 mL) was treated with DIPEA (0.931 mL, 5.33 mmol) and the resulting mixture was stirred at r.t. for 2 hrs. Water was added and the precipitated product was collected by filtration, washed with water and air dried. The crude product was used in the next step without further purification. LCMS calculated for C₃₀H₃₂FN₆O₄ (M+H)⁺: m/z=559.2; found 559.2.

Step 4. N-(4-((1S,4S)-2,5-Diazabicyclo[2.2.2.1]heptan-2-yl)-1-(pyridin-4-ylmethyl)-1H-indol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

A mixture of tert-butyl (1S,4S)-5-(5-(2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamido)-1H-indol-4-yl)-2,5-diazabicyclo[2.2.1]heptane-2-carboxylate (50 mg, 0.090 mmol), 4-(bromomethyl)pyridine hydrobromide (27.2 mg, 0.107 mmol) and sodium 2-methylpropan-2-olate (23.2 mg, 0.242 mmol) in DMSO (1 mL) was heated to 60° C. for 2 hrs. After cooling to r.t., the reaction mixture was diluted with water and EtOAc, the separated organic phase was washed with brine, dried over sodium sulfate and concentrated under vacuum. The crude product was dissolved in 1 mL CH₂Cl₂ and treated with 1 mL TFA. The resulting mixture was stirred at r.t. for 2 hrs and purified with prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min). LCMS calculated for C₃₁H₂₉FN₇O₂ (M+H)⁺: m/z=550.2; found 550.1; ¹H NMR (500 MHz, DMSO-d₆) δ 10.52 (s, 1H), 9.26 (d, J=5.0 Hz, 2H), 9.01 (s, 1H), 8.66-8.60 (m, 2H), 8.15 (d, J=5.1 Hz, 1H), 7.92 (d, J=8.8 Hz, 1H), 7.63-7.52 (m, 2H), 7.32-7.27 (m, 2H), 7.22 (d, J=8.8 Hz, 1H), 7.08 (d, J=8.5 Hz, 1H), 7.04-6.96 (m, 1H), 6.89 (dd, J=3.3, 0.9 Hz, 1H), 5.61 (s, 2H), 4.45 (s, 1H), 4.25 (s, 1H), 3.78 (s, 3H), 3.42-3.35 (m, 1H), 3.24-3.16 (m, 1H), 2.05 (d, J=10.6 Hz, 1H), 1.75-1.69 (m, 1H).

Example 40. N-(4-((1S,4S)-2,5-Diazabicyclo[2.2.1]heptan-2-yl)-1H-indol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

A solution of (1S,4S)-tert-butyl 5-(5-(2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamido)-1H-indol-4-yl)-2,5-diazabicyclo[2.2.1]heptane-2-carboxylate (30 mg, 0.054 mmol) in 1 mL DCM was treated with 1 mL TFA and the resulting mixture was stirred at r.t. for 1 hr and purified with prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min). LCMS calculated for C₂₅H₂₄FN₆O₂ (M+H)⁺: m/z=459.2; found 459.3; ¹H NMR (500 MHz, DMSO-d₆) δ 11.32 (s, 1H), 10.56 (s, 1H), 9.27 (d, J=5.0 Hz, 1H), 9.16 (s, 1H), 8.17 (d, J=5.0 Hz, 1H), 8.00 (d, J=8.7 Hz, 1H), 7.57 (td, J=8.5, 6.9 Hz, 1H), 7.40 (t, J=2.8 Hz, 1H), 7.25 (dd, J=8.7, 0.8 Hz, 1H), 7.08 (d, J=8.5 Hz, 1H), 7.04-6.96 (m, 1H), 6.77-6.72 (m, 1H), 4.44 (s, 1H), 4.16 (s, 1H), 3.78 (s, 3H), 3.70-3.59 (m, 2H), 3.42-3.35 (m, 1H), 3.19-3.13 (m, 1H), 2.04 (d, J=10.6 Hz, 1H), 1.72-1.66 (d, J=10.6 Hz, 1H).

Example 41. N-(4-((1S,4S)-2,5-Diazabicyclo[2.2.1]heptan-2-yl)-1-((tetrahydro-2H-pyran-2-yl)methyl)-1H-indol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

This compound was prepared according to the procedures described in Example 39, using 2-(bromomethyl)tetrahydro-2H-pyran instead of 4-(bromomethyl)pyridine hydrobromide as starting material. LCMS calculated for C₃₁H₃₄FN₆O₃ (M+H)⁺: m/z=557.3; found: 557.2.

Example 42. N-(4-((1S,4S)-2,5-Diazabicyclo[2.2.1]heptan-2-yl)-1-((2-methylthiazol-5-yl)methyl)-1H-indol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

This compound was prepared according to the procedures described in Example 39, using 5-(bromomethyl)-2-methylthiazole instead of 4-(bromomethyl)pyridine hydrobromide as starting material. LCMS calculated for C₃₀H₂₉FN₇O₂S (M+H)⁺: m/z=570.2; found: 570.2.

Example 43. N-(4-((1S,4S)-2,5-Diazabicyclo[2.2.1]heptan-2-yl)-1-(2-morpholinoethyl)-1H-indol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

This compound was prepared according to the procedures described in Example 39, using 4-(2-bromoethyl)morpholine hydrochloride instead of 4-(bromomethyl)pyridine hydrobromide as starting material. LCMS calculated for C₃₁H₃₅FN₇O₃ (M+H)⁺: m/z=572.3; found: 572.3.

Example 44. N-(4-((1S,4S)-2,5-Diazabicyclo[2.2.1]heptan-2-yl)-1-(2-methoxypyridin-4-yl)-1H-indol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

A mixture of tert-butyl (1S,4S)-5-(5-(2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamido)-1H-indol-4-yl)-2,5-diazabicyclo[2.2.1]heptane-2-carboxylate (30 mg, 0.054 mmol), 4-iodo-2-methoxypyridine (25 mg, 0.106 mmol), copper(I) iodide (1.534 mg, 8.06 μmol) and potassium phosphate, tribasic (23.9 mg, 0.113 mmol) was then purged with N₂ and treated with N,N-dimethylcyclohexane-1,2-diamine (4.58 mg, 0.032 mmol) in 0.5 mL toluene. The reaction mixture was further treated with 0.3 mL DMF and heated to 110° C. for 16 hrs. After cooling to r.t., the reaction mixture was diluted with water and EtOAc. The separated organic phase was washed with brine, dried over sodium sulfate and the solvent concentrated under vacuum. The crude product was dissolved in 1 mL DCM and treated with 1 mL TFA. The resulting mixture was stirred at r.t. for 1 hrs and purified with prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min). LCMS calculated for C₃₁H₂₉FN₇O₃ (M+H)⁺: m/z=566.2; found 566.2; ¹H NMR (600 MHz, DMSO-d₆) δ 10.59 (s, 1H), 9.28 (d, J=5.1 Hz, 1H), 9.20-9.14 (m, 1H), 8.33 (d, J=5.6 Hz, 1H), 8.17 (d, J=4.9 Hz, 1H), 8.07 (d, J=8.9 Hz, 1H), 7.87 (d, J=3.5 Hz, 1H), 7.61-7.54 (m, 2H), 7.33 (dd, J=5.7, 1.9 Hz, 1H), 7.12-7.05 (m, 3H), 7.01 (t, J=8.7 Hz, 1H), 4.47 (s, 1H), 4.26 (s, 1H), 3.95 (s, 3H), 3.79 (s, 3H), 3.71-3.62 (m, 2H), 3.40-3.34 (s, 1H), 3.19 (ddd, J=11.2, 7.2, 2.8 Hz, 1H), 2.10-2.04 (m, 1H), 1.74-1.68 (m, 1H).

Example 45. N-(4-((2S,4S)-4-Amino-2-(hydroxymethyl)pyrrolidin-1-yl)-1-(2-fluoro-4-methoxyphenyl)-1H-indol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

Step 1. tert-Butyl (3S,5S)-5-((tert-butyldimethylsilyloxy)methyl)-1-(5-(2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamido)-1H-indol-4-yl)pyrrolidin-3-ylcarbamate

This compound was prepared according to the procedures described in Example 39, steps 1-3, using tert-butyl (3S,5S)-5-((tert-butyldimethylsilyloxy)methyl)pyrrolidin-3-ylcarbamate instead of tert-butyl (1S,4S)-2,5-diazabicyclo[2.2.1]heptane-2-carboxylate as starting material. LCMS calculated for C₃₆H₄₈FN₆O₅Si (M+H)⁺: m/z=691.3; found: 691.3.

Step 2. N-(4-((2S,4S)-4-Amino-2-(hydroxymethyl)pyrrolidin-1-yl)-1-(2-fluoro-4-methoxyphenyl)-1H-indol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

A mixture of tert-butyl ((3S,5S)-5-(((tert-butyldimethylsilyl)oxy)methyl)-1-(5-(2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamido)-1H-indol-4-yl)pyrrolidin-3-yl)carbamate (50 mg, 0.072 mmol), 1-bromo-2-fluoro-4-methoxybenzene (22.3 mg, 0.109 mmol), copper(I) iodide (2.1 mg, 10.9 μmol) and potassium phosphate, tribasic (32.3 mg, 0.152 mmol) was purged with N₂ and treated with N,N-dimethylcyclohexane-1,2-diamine (6.2 mg, 0.043 mmol) in 0.5 mL toluene. The reaction mixture was further treated with 0.3 mL DMF and heated to 110° C. for 40 hrs. After cooling to r.t., the reaction mixture was diluted with water and EtOAc. The separated organic phase was washed with brine, dried over sodium sulfate and concentrated under vacuum. The crude product was dissolved in 1 mL THF and treated with 0.5 mL of TBAF solution (1.0 M in THF). The resulting mixture was stirred at r.t. for 1 hr, then diluted with water and EtOAc. The separated organic phase was washed with brine, dried over sodium sulfate and concentrated under vacuum. The crude was purified by flash chromatography (eluted with EtOAc) and the obtained product was then dissolved in 1 mL DCM and treated with 1 mL TFA. The resulting mixture was stirred at r.t. for 1 hr and purified with prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min). LCMS calculated for C₃₂H₃₁F₂N₆O₄ (M+H)⁺: m/z=601.2; found 601.4.

Example 46. N-(4-((2S,4S)-4-Amino-2-(hydroxymethyl)pyrrolidin-1-yl)-1-(1-methyl-1H-pyrazol-5-yl)-1H-indol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

This compound was prepared according to the procedures described in Example 45, using 5-iodo-1-methyl-1H-pyrazole instead of 1-bromo-2-fluoro-4-methoxybenzene as starting material. LCMS calculated for C₂₉H₃₀FN₈O₃ (M+H)⁺: m/z=557.2; found: 557.3.

Example 47. N-(4-((2S,4S)-4-Amino-2-(hydroxymethyl)pyrrolidin-1-yl)-1-(2-cyano-3-fluorophenyl)-1H-indol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide

This compound was prepared according to the procedures described in Example 45, using 2-fluoro-6-iodobenzonitrile instead of 1-bromo-2-fluoro-4-methoxybenzene as starting material. LCMS calculated for C₃₂H₂₈F₂N₇O₃ (M+H)⁺: m/z=596.2; found: 596.2.

Example A. HPK1 Kinase Binding Assay

A stock solution of 1 mM test compound was prepared in DMSO. The compound plate was prepared by 3-fold and 11-point serial dilutions. 0.1 μL of the compound in DMSO was transferred from the compound plate to the white 384 well polystyrene plates. The assay buffer contained 50 mM HEPES, pH 7.5, 0.01% Tween-20, 5 mM MgCl₂, 0.01% BSA, and 5 mM DTT. 5 μL of 4 nM active HPK1 (SignalChem M23-11G) prepared in the buffer was added to the plate. The enzyme concentration given was based on the given stock concentration reported by the vender. 5 μl of 18 nM tracer 222 (ThermoFisher PV6121) and 4 nM LanthaScreen Eu-Anti GST antibody (ThermoFisher PV5595) were added. After one hour incubation at 25° C., the plates were read on a PHERAstar FS plate reader (BMG Labtech). Ki values were determined.

Compounds of the present disclosure, as exemplified in Examples, showed the K_(i) values in the following ranges: +=Ki≤100 nM; ++=100 nM<Ki≤500 nM; +++=500 nM<Ki≤5000 nM.

TABLE 1 Example HPK1 Ki, nM 1 + 2 + 3 + 4 + 5 + 6 + 7 + 8 + 9 + 10 + 11 + 12 + 13 + 14 + 15 + 16 + 17 + 18 + 19 + 20 + 21 + 22 + 23 + 24 + 25 + 26 + 27 + 28 + 29 + 30 + 31 + 32 + 33 + 34 + 35 + 36 + 37 + 38 + 39 + 40 + 41 + 42 + 43 + 44 + 45 + 46 + 47 +

Example B. p-SLP76S376 HTRF Assay

One or more compounds of the invention can be tested using the p-SLP76S376 HTRF assay described as follows. Jurkat cells (cultured in RPMI1640 media with 10% FBS) are collected and centrifuged, followed by resuspension in appropriate media at 3×10⁶ cells/mL. The Jurkat cells (35 μL) are dispensed into each well in a 384 well plate. Test compounds are diluted with cell culture media for 40-fold dilution (adding 39 μL cell culture media into 1 μL compound). The Jurkat cells in the well plate are treated with the test compounds at various concentrations (adding 5 ul diluted compound into 35 μL Jurkat cells and starting from 3 uM with 1:3 dilution) for 1 hour at 37° C., 5% CO₂), followed by treatment with anti-CD3 (5 μg/mL, OKT3 clone) for 30 min. A 1:25 dilution of 100x blocking reagent (from p-SLP76 ser376HTRF kit) with 4×Lysis Buffer (LB) is prepared and 15 μL of the 4×LB buffer with blocking reagent is added into each well and incubated at room temperature for 45 mins with gentle shaking. The cell lysate (16 μL) is added into a Greiner white plate, treated with p-SLP76 ser376HTRF reagents (2 μL donor, 2 ul acceptor) and incubated at 4° C. for overnight. The homogeneous time resolved fluorescence (HTRF) is measured on a PHERAstar plate reader the next day. IC₅₀ determination is performed by fitting the curve of percent inhibition versus the log of the inhibitor concentration using the GraphPad Prism 5.0 software.

Example C. Isolation of CD4+ or CD8+ T Cells and Cytokine Measurement

Blood samples are collected from healthy donors. CD4+ or CD8+ T cells are isolated by negative selection using CD4+ or CD8+ enrichment kits (lifetech, USA). The purity of the isolated CD4+ or CD8+ T cells is determined by flow cytometry and is routinely >80%. Cells are cultured in RPMI 1640 supplemented with 10% FCS, glutamine and antibiotics (Invitrogen Life Technologies, USA). For cytokine measurement, Jurkat cells or primary CD4+ or CD8+ T cells are plated at 200 k cells/well and are stimulated for 24 h with anti-CD3/anti-CD28 beads in the presence or absence of testing compounds at various concentrations. 16 μL of supernatants are then transferred to a white detection plate and analyzed using the human IL2 or IFNγ assay kits (Cisbio).

Example D. Treg Assay

One or more compounds can be tested using the Regulatory T-cell proliferation assay described as following. Primary CD4+/CD25− T-cells and CD4+/CD25+ regulatory T-cells are isolated from human donated Peripheral Blood Mononuclear Cells, using an isolated kit from Thermo Fisher Scientific (11363D). CD4+/CD25− T-cells are labeled with CFSE (Thermo Fisher Scientific, C₃₄₅₅₄) following the protocol provided by the vendor. CFSE labeled T-cells and CD4+/CD25+ regulatory T-cells are re-suspended at the concentration of 1×106 cells/mL in RPMI-1640 medium. 100 μL of CFSE-labeled T-cells are mixed with or without 50 μL of CD4+/CD25+ regulatory T-cells, treated with 5 μl of anti-CD3/CD28 beads (Thermo Fisher Scientific, 11132D) and various concentrations of compounds diluted in 50 μl of RPMI-1640 medium. Mixed populations of cells are cultured for 5 days (37° C., 5% CO₂) and proliferation of CFSE-labeled T-cells is analyzed by BD LSRFortessa X-20 using FITC channel on the 5th day.

Various modifications of the invention, in addition to those described herein, will be apparent to those skilled in the art from the foregoing description. Such modifications are also intended to fall within the scope of the appended claims. Each reference, including without limitation all patent, patent applications, and publications, cited in the present application is incorporated herein by reference in its entirety. 

What is claimed is:
 1. A compound of Formula I:

or a pharmaceutically acceptable salt thereof, wherein: R¹ is selected from Cy¹, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, CN, NO₂, SR^(a), C(O)R^(b), C(O)OR^(a), OC(O)R^(b), OC(O)NR^(c)R^(d), NR^(c)C(O)R^(b), NR^(c)C(O)OR^(a), NR^(c)C(O)NR^(c)R^(d), C(═NR^(e))R^(b), C(═NOR^(a))R^(b), C(═NR^(e))NR^(c)R^(d), NR^(c)C(═NR^(e))NR^(c)R^(d), NR^(c)S(O)R^(b), NR^(c)S(O)₂R^(b), NR^(c)S(O)₂NR^(c)R^(d), S(O)R^(b), S(O)NR^(c)R^(d), S(O)₂R^(b), S(O)₂NR^(c)R^(d) and BR^(h)R^(i); wherein said C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹⁰; X is N or CR^(Z), and Y is NR^(Y); or X is NR^(X) or CHR^(Z), and Y is N; dashed bond represents a single or double bond, wherein one dashed bond is a single bond and the other dashed bond is a double bond; R² is selected from H, D, Cy², C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, CN, NO₂, OR^(a2), SR^(a2), C(O)R^(b2), C(O)NR^(c2)R^(d2), C(O)OR^(a2), OC(O)R^(b2), OC(O)NR^(c2)R^(d2), NR^(c2)R^(d2), NR^(c2)C(O)R^(b2), NR^(c2)C(O)OR^(a2), NR^(c2)C(O)NR^(c2)R^(d2), C(═NR^(e2))R^(b2), C(═NOR^(a2))R^(b2), C(═NR^(e2))NR^(c2)R^(d2), NR^(c2)C(═NR^(e2))NR^(c2)R^(d2), NR^(c2)S(O)R^(b2), NR^(c2)S(O)₂R^(b2), NR^(c2)S(O)₂NR^(c2)R^(d2), S(O)R^(b2), S(O)NR^(c2)R^(d2), S(O)₂R^(b2), S(O)₂NR^(c2)R^(d2) and BR^(h2)R^(i2); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹³; R³ and R⁴ are each independently selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, 4-6 membered heterocycloalkyl, halo, CN, NO₂, OR^(a3), SR^(a3), C(O)R^(b3), C(O)NR^(c3)R^(d3), C(O)OR^(a3), OC(O)R^(b3), OC(O)NR^(c3)R^(d3), NR^(c3)R^(d3), NR^(c3)C(O)R^(b3), NR^(c3)C(O)OR^(a3), NR^(c3)C(O)NR^(c3)R^(d3), NR^(c3) S(O)R^(b3), NR^(c3)S(O)₂R^(b3), NR^(c3)S(O)₂NR^(c3)R^(d3), S(O)R^(b3), S(O)NR^(c3)R^(d3), S(O)₂R^(b3), S(O)₂NR^(c3)R^(d3) and BR^(h3)R^(i3); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); R⁵ is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, CN, NO₂, OR^(a5), SR^(a5), C(O)R^(b5), C(O)NR^(c5)R^(d5), C(O)OR^(a5), OC(O)R^(b5), OC(O)NR^(c5)R^(d5), NR^(c5)R^(d5), NR^(c5)C(O)R^(b5), NR^(c5)C(O)OR^(a5), NR^(c5)C(O)NR^(c5)R^(d5), NR^(c5)S(O)R^(b5), NR^(c5)S(O)₂R^(b5), NR^(c5)S(O)₂NR^(c5)R^(d5), S(O)R^(b5), S(O)NR^(c5)R^(d5), S(O)₂R^(b5), S(O)₂NR^(c5)R^(d5) and BR^(h5)R^(i5); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); R⁶ is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, CN, NO₂, OR^(a6), C(O)R^(b6), C(O)NR^(c6)R^(d6), C(O)OR^(a6), OC(O)R^(b6), OC(O)NR^(c6)R^(d6), NR^(c6)C(O)R^(b6) NR^(c6)C(O)OR^(a6), NR^(c6)C(O)NR^(c6)R^(d6), NR^(c6)S(O)R^(b6), NR^(c6)S(O)₂R^(b6), NR^(c6)S(O)₂NR^(c6)R^(d6), S(O)R^(b6) S(O)NR^(c6)R^(d6), S(O)₂R^(b6), S(O)₂NR^(c6)R^(d6) and BR^(h6)R^(i6); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); A is N or CR^(A); Cy^(B) is selected from C₅₋₁₀ cycloalkyl, C₆₋₁₀ aryl and 5-6 membered heteroaryl; wherein the 5-6 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2 or 3 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-6 membered heteroaryl is optionally substituted by oxo to form a carbonyl group; and wherein the C₅₋₁₀ cycloalkyl, C₆₋₁₀ aryl and 5-6 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R⁷; R^(X) and R^(Y) are each independently selected from H, D, Cy^(N), C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, CN, C(O)R^(b4), C(O)NR^(c4)R^(d4), C(O)OR^(a4), C(═NR^(e4))R^(b4)C(═NOR^(a4))R^(b4), C(═NR^(e4))NR^(c4)R^(d4), NR^(c4)C(═NR^(e4))NR^(c4)R^(d4), S(O)R^(b4), S(O)NR^(c4)R^(d4), S(O)₂R^(b4) and S(O)₂NR^(c4)R^(d4); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹³; R^(Z) is selected from H, D, Cy^(Z), C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, CN, NO₂, OR^(a10), SR^(a10), C(O)R^(b10), C(O)NR^(c10)R^(d10), C(O)OR^(a10), OC(O)R^(b10), OC(O)NR^(c10)R^(d10), NR^(c10)R^(d10), NR^(c10)C(O)R^(b10), NR^(c10)C(O)OR^(a10), NR^(c10)C(O)NR^(c10)R^(d10), C(═NR^(e10))R^(b10), C(═NOR^(a10))R^(b10), C(═NR^(e10))NR^(c10)R^(d10), NR^(c10)C(═NR^(e10))NR^(c10)R^(d10), NR^(c10)S(O)R^(b10), NR^(c10)S(O)₂R^(b10), NR^(c10)S(O)₂NR^(c10)R^(d10), S(O)R^(b10), S(O)NR^(c10)R^(d10), S(O)₂R^(b10), S(O)₂NR^(c10)R^(d10) and BR^(h10)R^(i10); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹³; R^(A) is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, CN, NO₂, OR^(a16), SR^(a16), C(O)R^(b16), C(O)NR^(c16)R^(d16), C(O)OR^(a16), OC(O)R^(b16), OC(O)NR^(c16)R^(d16), NR^(c16)R^(d16), NR^(c16)C(O)R^(b16), NR^(c16)C(O)OR^(a16), NR^(c16)C(O)NR^(c16)R^(d16), NR^(c16)S(O)R^(b16), NR^(c16)S(O)₂R^(b16), NR^(c16)S(O)₂NR^(c16)R^(d16), S(O)R^(b16), S(O)NR^(c16)R^(d16), S(O)₂R^(b16), S(O)₂NR^(c16)R^(d16) and BR^(h16)R^(i16); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R⁷ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a7), SR^(a7), C(O)R^(b7), C(O)NR^(c7)R^(d7), C(O)OR^(a7), OC(O)R^(b7), OC(O)NR^(c7)R^(d7), NR^(c7)R^(d7), NR^(c7)C(O)R^(b7), NR^(c7)C(O)OR^(a7), NR^(c7)C(O)NR^(c7)R^(d7), C(═NR^(e7))R^(b7), C(═NOR^(a7))R^(b7), C(═NR^(e))NR^(c7)R^(d7), NR^(c7)C(═NR^(e7))NR^(c7)R^(d7), NR^(c7)S(O)R^(b7), NR^(c7)S(O)₂R^(b7), NR^(c7)S(O)₂NR^(c7)R^(d7), S(O)R^(b7), S(O)NR^(c7)R^(d7), S(O)₂R^(b7), S(O)₂NR^(c7)R^(d7) and BR^(h7)R^(i7); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁸; each R⁸ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a8), SR^(a8), C(O)R^(b8), C(O)NR^(c8)R^(d8), C(O)OR^(a8), NR^(c8)R^(d8), NR^(c8)C(O)R^(b8), NR^(c8)C(O)OR^(a8), NR^(c8)S(O)R^(b8), NR^(c8)S(O)₂R^(b8), NR^(c8)S(O)₂NR^(c8)R^(d8), S(O)R^(b8), S(O)NR^(c8)R^(d8), S(O)₂R^(b8), S(O)₂NR^(c8)R^(d8) and BR^(h8)R^(i8); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁹; each R⁹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a9), SR^(a9), C(O)R^(b9), C(O)NR^(c9)R^(d9), C(O)OR^(a9), NR^(c9)R^(d9), NR^(c9)C(O)R^(b9), NR^(c9)C(O)OR^(a9), NR^(c9)S(O)R^(b9), NR^(c9)S(O)₂R^(b9), NR^(c9)S(O)₂NR^(c9)R^(d9), S(O)R^(b9), S(O)NR^(c9)R^(d9), S(O)₂R^(b9), and S(O)₂NR^(c9)R^(d9); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); Cy¹ is selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹⁰; each R¹⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a1), SR^(a1), C(O)R^(b1), C(O)NR^(c1)R^(d1), C(O)OR^(a1), OC(O)R^(b1), OC(O)NR^(c1)R^(d1), NR^(c1)R^(d1), NR^(c1)C(O)R^(b1), NR^(c1)C(O)OR^(a1), NR^(c1)C(O)NR^(c1)R^(d1), C(═NR^(e1))R^(b1), C(═NOR^(a1))R^(b1), C(═NR^(e1))NR^(c1)R^(d1), NR^(c1)C(═NR^(e1))N^(c1)R^(a1), NR^(c1)S(O)R^(b1), NR^(c1)S(O)₂R^(b1), NR^(c1)S(O)₂NR^(c1)R^(d1), S(O)R^(b1), S(O)NR^(c1)R^(d1), S(O)₂R^(b1), S(O)₂NR^(c1)R^(d1) and BR^(h1)R^(i1); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹; each R¹¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a11), SR^(a11), C(O)R^(b11), C(O)NR^(c11)R^(d11), C(O)OR^(a11), NR^(c11)R^(d11), NR^(c11)C(O)R^(b11), NR^(c11)C(O)OR^(a11), NR^(c11)S(O)R^(b11), NR^(c11)S(O)₂R^(b11), NR^(c11)S(O)₂NR^(c11)R^(d11), S(O)R^(b11), S(O)NR^(c11)R^(d11), S(O)₂R^(b11), S(O)₂NR^(c11)R^(d11) and BR^(h11)R^(i11); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹²; each R¹² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a12), SR^(a12), C(O)R^(b12), C(O)NR^(c12)R^(d12), C(O)OR^(a12), NR^(c12)R^(d12), NR^(c12)C(O)R^(b12), NR^(c12)C(O)OR^(a12), NR^(c12)S(O)R^(b12), NR^(c12)S(O)₂R^(b12), NR^(c12)S(O)₂NR^(c12)R^(d12), S(O)R^(b12), S(O)NR^(c12)R^(d12), S(O)₂R^(b12), S(O)₂NR^(c12)R^(d12) and BR^(h12)R^(i12); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); Cy² is selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹³; each R¹³ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a13), SR^(a13), C(O)R^(b13), C(O)NR^(c13)R^(d13), C(O)OR^(a13), OC(O)R^(b13), OC(O)NR^(c13)R^(d13), NR^(c13)R^(d13), NR^(c13)C(O)R^(b13), NR^(c13)C(O)OR^(a13), NR^(c13)C(O)NR^(c13)R^(d13), C(═NR^(e13))R^(b13), C(═NOR^(a13))R^(b13), C(═NR^(e13))NR^(c13)R^(d13), NR^(c13)C(═NR^(e13))NR^(c13)R^(d13), NR^(c13)S(O)R^(b13), NR^(c13)S(O)₂R^(b13), NR^(c13)S(O)₂NR^(c13)R^(d13), S(O)R^(b13), S(O)NR^(c13)R^(d13), S(O)₂R^(b13), S(O)₂NR^(c13)R^(d13) and BR^(h13)R^(i13); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹⁴; each R¹⁴ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a14), SR^(a14), C(O)R^(b14), C(O)NR^(c14)R^(d14), C(O)OR^(a14), NR^(c14)R^(d14), NR^(c14)C(O)R^(b14), NR^(c14)C(O)OR^(a14), NR^(c14)S(O)R^(b14), NR^(c14)S(O)₂R^(b14), NR^(c14)S(O)₂NR^(c14)R^(d14), S(O)R^(b14), S(O)NR^(c14)R^(d14), S(O)₂R^(b14), S(O)₂NR^(c14)R^(d14) and BR^(h14)R^(i14); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹⁵; each R¹⁵ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a15), SR^(a15), C(O)R^(b15), C(O)NR^(c15)R^(d15), C(O)OR^(a15), NR^(c15)R^(d15), NR^(c15)C(O)R^(b15), NR^(c15)C(O)OR^(a15), NR^(c15)S(O)R^(b15), NR^(c15)S(O)₂R^(b15), NR^(c15)S(O)₂NR^(c15)R^(d15), S(O)R^(b15), S(O)NR^(c15)R^(d15), S(O)₂R^(b15), and S(O)₂NR^(c15)R^(d15); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); Cy^(Z) and Cy^(N) are each independently selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹³; each R^(a), R^(c), and R^(d) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹⁰; or any R^(c) and R^(d) attached to the same N atom, together with the N atom to which they are attached, form a 4-10 membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹⁰; each R^(b) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹⁰; each R^(e) is independently selected from H, CN, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(h) and R^(i) is independently selected from OH and C₁₋₆ alkoxy; or any R^(h) and R^(i) attached to the same B atom are C₂₋₃ dialkoxy and together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from C₁₋₆ alkyl; each R^(a1), R^(c1) and R^(d1) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹; or any R^(c1) and R^(d1) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹¹; each R^(b1) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹; each R^(e1) is independently selected from H, CN, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(h1) and R^(i1) is independently selected from OH and C₁₋₆ alkoxy; or any R^(h1) and R^(i1) attached to the same B atom are C₂₋₃ dialkoxy and together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from C₁₋₆ alkyl; each R² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹³; each R^(c2) and R^(d2) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹³; or any R^(c2) and R^(d2) attached to the same N atom, together with the N atom to which they are attached, form a 4-10 membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹³; each R^(b2) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹³; each R^(e2) is independently selected from H, CN, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(h2) and R^(i2) is independently selected from OH and C₁₋₆ alkoxy; or any R^(h2) and R^(i2) attached to the same B atom are C₂₋₃ dialkoxy and together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from C₁₋₆ alkyl; each R^(a3), R^(c3) and R^(d3) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(b3) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(h3) and R^(i3) is independently selected from OH and C₁₋₆ alkoxy; or any R^(h3) and R^(i3) attached to the same B atom are C₂₋₃ dialkoxy and together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from C₁₋₆ alkyl; each R^(a4), R^(c4), and R^(d4) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹³; or any R^(c4) and R^(d4) attached to the same N atom, together with the N atom to which they are attached, form a 4-10 membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹³; each R^(b4) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹³; each R^(e4) is independently selected from H, CN, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(a5) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(c5) and R^(d5) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(b5) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(h5) and R^(i5) is independently selected from OH and C₁₋₆ alkoxy; or any R^(h5) and R^(i5) attached to the same B atom are C₂₋₃ dialkoxy and together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from C₁₋₆ alkyl; each R^(a6), R^(c6) and R^(d6) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(b6) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(h6) and R^(i6) is independently selected from OH and C₁₋₆ alkoxy; or any R^(h6) and R^(i6) attached to the same B atom are C₂₋₃ dialkoxy and together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from C₁₋₆ alkyl; each R^(a7), R^(c7) and R^(d7) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁸; or any R^(c7) and R^(d7) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from R⁸; each R^(b7) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁸; each R^(e7) is independently selected from H, CN, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(h7) and R^(i7) is independently selected from OH and C₁₋₆ alkoxy; or any R^(h7) and R^(i7) attached to the same B atom are C₂₋₃ dialkoxy and together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from C₁₋₆ alkyl; each R^(a8), R^(c8) and R^(d8) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁹; or any R^(c8) and R^(d8) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R⁹; each R^(b8) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁹; each R^(h8) and R^(i8) is independently selected from OH and C₁₋₆ alkoxy; or any R^(h8) and R^(i8) attached to the same B atom are C₂₋₃ dialkoxy and together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from C₁₋₆ alkyl; each R^(a9), R^(c9) and R^(d9) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(b9) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(a10), R^(c10), and R^(d10) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹³; or any R^(c10) and R^(d10) attached to the same N atom, together with the N atom to which they are attached, form a 4-10 membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹³; each R^(b10) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹³; each R^(e10) is independently selected from H, CN, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(h10) and R^(i10) is independently selected from OH and C₁₋₆ alkoxy; or any R^(h10) and R^(i10) attached to the same B atom are C₂₋₃ dialkoxy and together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from C₁₋₆ alkyl; each R^(a11), R^(c11) and R^(d11) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹²; or any R^(c11) and R^(d11) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R¹²; each R^(b11) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹²; each R^(h11) and R^(i11) is independently selected from OH and C₁₋₆ alkoxy; or any R^(h11) and R^(i11) attached to the same B atom are C₂₋₃ dialkoxy and together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from C₁₋₆ alkyl; each R^(a12), R^(c12) and R^(d12) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(b12) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(h12) and R^(i12) is independently selected from OH and C₁₋₆ alkoxy; or any R^(h12) and R^(i12) attached to the same B atom are C₂₋₃ dialkoxy and together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from C₁₋₆ alkyl; each R^(a13), R^(c13) and R^(d13) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹⁴; or any R^(c13) and R^(d13) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹⁴; each R^(b13) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹⁴; each R^(e13) is independently selected from H, CN, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(h13) and R^(i13) is independently selected from OH and C₁₋₆ alkoxy; or any R^(h13) and R^(i13) attached to the same B atom are C₂₋₃ dialkoxy and together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from C₁₋₆ alkyl; each R^(a14), R^(c14) and R^(d14) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹⁵; or any R^(c14) and R^(d14) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R¹⁵; each R^(b14) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹⁵; each R^(h14) and R^(i14) is independently selected from OH and C₁₋₆ alkoxy; or any R^(h14) and R^(i14) attached to the same B atom are C₂₋₃ dialkoxy and together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from C₁₋₆ alkyl; each R^(a15), R^(c15) and R^(d15) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(b15) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(a16), R^(c16) and R^(d16) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(b16) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(h16) and R^(i16) is independently selected from OH and C₁₋₆ alkoxy; or any R^(h16) and R^(i16) attached to the same B atom are C₂₋₃ dialkoxy and together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3 or 4 substituents independently selected from C₁₋₆ alkyl; and each R^(g) is independently selected from OH, NO₂, CN, halo, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, C₃₋₆ cycloalkyl-C₁₋₂ alkylene, C₁₋₆ alkoxy, C₁₋₆ haloalkoxy, C₁₋₃ alkoxy-C₁₋₃ alkyl, C₁₋₃ alkoxy-C₁₋₃ alkoxy, HO—C₁₋₃ alkoxy, HO—C₁₋₃ alkyl, cyano-C₁₋₃ alkyl, H2N—C₁₋₃ alkyl, amino, C₁₋₆ alkylamino, di(C₁₋₆ alkyl)amino, thio, C₁₋₆ alkylthio, C₁₋₆ alkylsulfinyl, C₁₋₆ alkylsulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, carboxy, C₁₋₆ alkylcarbonyl, C₁₋₆ alkoxycarbonyl, C₁₋₆ alkylcarbonylamino, C₁₋₆ alkylsulfonylamino, aminosulfonyl, C₁₋₆ alkylaminosulfonyl, di(C₁₋₆ alkyl)aminosulfonyl, aminosulfonylamino, C₁₋₆ alkylaminosulfonylamino, di(C₁₋₆ alkyl)aminosulfonylamino, aminocarbonylamino, C₁₋₆ alkylaminocarbonylamino, and di(C₁₋₆ alkyl)aminocarbonylamino.
 2. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein A is N.
 3. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein A is CR^(A).
 4. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R^(A) is selected from H, D and halo.
 5. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R^(A) is halo.
 6. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein Cy^(B) is selected from C₅₋₁₀ cycloalkyl and C₆₋₁₀ aryl; wherein the C₅₋₁₀ cycloalkyl and C₆₋₁₀ aryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R⁷.
 7. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein Cy^(B) is C₆₋₁₀ aryl optionally substituted with 1, 2, or 3 substituents independently selected from R⁷.
 8. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein Cy^(B) is phenyl optionally substituted with 1, 2, or 3 substituents independently selected from R⁷.
 9. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R⁷ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a7), SR^(a7), C(O)R^(b7), C(O)NR^(c7)R^(d7), C(O)OR^(a7), NR^(c7)R^(d7) NR^(c7)C(O)R^(b7), and NR^(c7)C(O)OR^(a7).
 10. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R⁷ is independently selected from C₁₋₆ alkyl, halo, and OR^(a7).
 11. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein Cy^(B) is phenyl substituted with 1, 2 or 3 substituents selected from fluoro, methoxy, and methyl.
 12. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R¹ is selected from Cy¹, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, CN, SR^(a), C(O)R^(b), C(O)OR^(a), NR^(c)R^(d), and NR^(c)C(O)R^(b); wherein said C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹⁰.
 13. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R¹ is selected from Cy¹ and NR^(c)R^(d).
 14. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R¹ is Cy¹.
 15. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein Cy¹ is selected from 4-10 membered heterocycloalkyl and C₆₋₁₀ aryl; wherein the 4-10 membered heterocycloalkyl has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the 4-10 membered heterocycloalkyl and C₆₋₁₀ aryl are each optionally substituted with 1, 2 or 3 substituents independently selected from R¹⁰.
 16. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein Cy¹ is 4-10 membered heterocycloalkyl; wherein the 4-10 membered heterocycloalkyl has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the 4-10 membered heterocycloalkyl is optionally substituted with 1 or 2 substituents independently selected from R¹⁰.
 17. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein Cy¹ is C₆₋₁₀ aryl optionally substituted with 1 or 2 substituents independently selected from R¹⁰.
 18. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R¹⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a1), SR^(a1), NR^(c1)R^(d1), NR^(c1)C(O)R^(b1), and NR^(c1)C(O)OR^(a1); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, and C₂₋₆ alkynyl are each optionally substituted with 1, 2 or 3 substituents independently selected from R¹¹.
 19. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R¹⁰ is independently selected from C₁₋₆ alkyl and NR^(c1)R^(d1); wherein said C₁₋₆ alkyl is optionally substituted with 1 or 2 substituents independently selected from R¹¹.
 20. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R¹¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a11), and NR^(c11)R^(d11).
 21. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R¹¹ is independently selected from OR^(a11) and NR^(c11)R^(d11).
 22. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R¹ is NR^(c)R^(d).
 23. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R¹ is 4-amino-2-(hydroxymethyl)pyrrolidin-1-yl; methyl(piperidin-3-yl)amino; 3-(aminomethyl)morpholino; 2-(hydroxymethyl)piperazin-1-yl; 2,5-diazabicyclo[2.2.1]heptan-2-yl; 2-oxa-5-azabicyclo[2.2.1]heptan-5-yl; 2-(aminomethyl)pyrrolidin-1-yl; 3-aminopyrrolidin-1-yl; 2-aminophenyl; or 2-methylpiperazin-1-yl.
 24. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein X is N or CR^(Z), and Y is NR^(Y).
 25. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein X is N and Y is NR^(Y).
 26. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein X is CR^(Z) and Y is NR^(Y).
 27. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R^(Y) is selected from H, D, Cy^(N), C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, and halo; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹³.
 28. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R^(Y) is selected from H, D, Cy^(N), and C₁₋₆ alkyl; wherein said C₁₋₆ alkyl is each optionally substituted with 1, 2, or 3 substituents independently selected from R¹³.
 29. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R^(Y) is Cy^(N).
 30. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein Cy^(N) is selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2 or 3 substituents independently selected from R¹³.
 31. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R^(Y) is C₁₋₆ alkyl optionally substituted with 1 or 2 substituents independently selected from R¹³.
 32. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R^(Y) is H, D, methyl, cyclopropyl, 2-methoxyethyl, 1-methoxypropan-2-yl, 2-methoxy-2-methylpropyl, tetrahydrofuranyl, pyridin-4-ylmethyl, (1-methyl-1H-pyrazol-4-yl)methyl, tetrahydro-2H-pyran-2-yl)methyl, 2-methylthiazol-5-yl)methyl, 2-morpholinoethyl, 2-methoxypyridin-4-yl, 2-fluoro-4-methoxyphenyl, 1-methyl-1H-pyrazol-5-yl, or 2-cyano-3-fluorophenyl.
 33. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R^(Y) is H.
 34. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R^(Z) is H.
 35. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R² is selected from H, D, Cy², C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, CN, OR^(a2), SR^(a2), C(O)R^(b2), C(O)NR^(c2)R^(d2), C(O)OR^(a2), NR^(c2)R^(d2), NR^(c2)C(O)R^(b2), and S(O)₂NR^(c2)R^(d2); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, or 3 substituents independently selected from R¹³.
 36. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R² is selected from H, D, Cy², and C₁₋₆ alkyl; wherein said C₁₋₆ alkyl is optionally substituted with 1, 2, or 3 substituents independently selected from R¹³.
 37. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R² is Cy².
 38. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein Cy² is selected from 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, or 3 substituents independently selected from R¹³.
 39. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R² is C₁₋₆ alkyl optionally substituted with 1, 2, or 3 substituents independently selected from R¹³.
 40. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R² is H, 3-fluoropyridin-2-yl, 3-methoxypyridin-2-yl, 2-cyanophenyl, 3,5-difluoropyridin-4-yl, 3-fluoropyridin-4-yl, methyl, isopropyl, 1-methyl-1H-pyrazol-5-yl, tetrahydro-2H-pyran-4-yl, methoxymethyl, or 2-methoxyethyl.
 41. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R¹³ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, CN, NO₂, OR^(a13), SR^(a13), C(O)R^(b13), C(O)NR^(c13)R^(d13), C(O)OR^(a13), NR^(c13)R^(d13), and NR^(c13)C(O)R^(b13); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl are each optionally substituted with 1, 2 or 3 substituents independently selected from R¹⁴.
 42. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R¹³ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, CN, and OR^(a13); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl are each optionally substituted with 1, 2 or 3 substituents independently selected from R¹⁴.
 43. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R¹³ is independently selected from C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, 5-10 membered heteroaryl, halo, CN, and OR^(a13); wherein said C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, and 5-10 membered heteroaryl are each optionally substituted with 1, 2 or 3 substituents independently selected from R¹⁴.
 44. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R³ and R⁴ are each H.
 45. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R⁵ is H.
 46. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R⁶ is H.
 47. The compound of claim 1 having Formula II:

or a pharmaceutically acceptable salt thereof.
 48. The compound of claim 1 having Formula IIIa:

or a pharmaceutically acceptable salt thereof.
 49. The compound of claim 1 having Formula IIIb:

or a pharmaceutically acceptable salt thereof.
 50. The compound of claim 1 having Formula IVa, Formula IVb, Formula IVc, or Formula IVd:

or a pharmaceutically acceptable salt thereof.
 51. The compound of claim 1 having Formula Va, Formula Vb, Formula Vc, or Formula Vd:

or a pharmaceutically acceptable salt thereof, wherein m is 1, 2, 3, or
 4. 52. The compound of claim 1, wherein the compound is selected from: N-(4-((2S,4R)-4-Amino-2-(hydroxymethyl)pyrrolidin-1-yl)-2-(3-fluoropyridin-2-yl)-1-methyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide; N-(4-((2S,4R)-4-Amino-2-(hydroxymethyl)pyrrolidin-1-yl)-2-(3-fluoropyridin-2-yl)-1-methyl-1H-benzo[d]imidazol-5-yl)-2-(2,6-difluorophenyl)pyrimidine-4-carboxamide; N-(4-((2S,4R)-4-Amino-2-(hydroxymethyl)pyrrolidin-1-yl)-2-(3-methoxypyridin-2-yl)-1-methyl-1H-benzo[d]imidazol-5-yl)-2-(2,6-difluorophenyl)pyrimidine-4-carboxamide; N-(4-((2S,4R)-4-Amino-2-(hydroxymethyl)pyrrolidin-1-yl)-2-(2-cyanophenyl)-1-methyl-1H-benzo[d]imidazol-5-yl)-2-(2,6-difluorophenyl)pyrimidine-4-carboxamide; N-(4-((2S,4R)-4-amino-2-(hydroxymethyl)pyrrolidin-1-yl)-2-(2-cyanophenyl)-1-cyclopropyl-1H-benzo[d]imidazol-5-yl)-2-(2,6-difluorophenyl)pyrimidine-4-carboxamide; (R)-2-(2,6-Difluorophenyl)-N-(2-(3,5-difluoropyridin-4-yl)-1-methyl-4-(methyl(piperidin-3-yl)amino)-1H-benzo[d]imidazol-5-yl)pyrimidine-4-carboxamide; N-(4-((2S,4R)-4-Amino-2-(hydroxymethyl)pyrrolidin-1-yl)-2-(3-fluoropyridin-4-yl)-1-methyl-1H-benzo[d]imidazol-5-yl)-2-(2,6-difluorophenyl)pyrimidine-4-carboxamide; (S)—N-(4-(3-(Aminomethyl)morpholino)-2-(3-fluoropyridin-4-yl)-1-methyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide; (R)-2-(2,6-Difluorophenyl)-N-(2-(3-fluoropyridin-4-yl)-4-(2-(hydroxymethyl)piperazin-1-yl)-1-methyl-1H-benzo[d]imidazol-5-yl)pyrimidine-4-carboxamide; N-(4-((1S,4S)-2,5-Diazabicyclo[2.2.1]heptan-2-yl)-2-(3-fluoropyridin-4-yl)-1-methyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide; N-(4-((1S,4S)-2-Oxa-5-azabicyclo[2.2.1]heptan-5-yl)-2-(3-fluoropyridin-4-yl)-1-methyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide; (S)—N-(4-(2-(Aminomethyl)pyrrolidin-1-yl)-1,2-dimethyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide; (R)—N-(4-(2-(Aminomethyl)pyrrolidin-1-yl)-1,2-dimethyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide; (R)-2-(2-Fluoro-6-methoxyphenyl)-N-(4-(2-(hydroxymethyl)pyrrolidin-1-yl)-1,2-dimethyl-1H-benzo[d]imidazol-5-yl)pyrimidine-4-carboxamide; N-(4-((2S,4R)-4-Amino-2-(hydroxymethyl)pyrrolidin-1-yl)-1,2-dimethyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide; N-(4-((1R,4R)-2,5-Diazabicyclo[2.2.1]heptan-2-yl)-1,2-dimethyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide; N-(4-((1S,4S)-2,5-Diazabicyclo[2.2.1]heptan-2-yl)-2-isopropyl-1-methyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide; (S)—N-(4-(2-(Aminomethyl)pyrrolidin-1-yl)-2-(3-fluoropyridin-4-yl)-1-methyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide; (S)—N-(4-(2-(Aminomethyl)pyrrolidin-1-yl)-1-methyl-2-(1-methyl-1H-pyrazol-5-yl)-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide; (S)—N-(4-(2-(Aminomethyl)pyrrolidin-1-yl)-1-methyl-2-(tetrahydro-2H-pyran-4-yl)-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide; (S)—N-(4-(2-(Aminomethyl)pyrrolidin-1-yl)-1-(2-methoxyethyl)-2-methyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide; N-(4-((S)-2-(Aminomethyl)pyrrolidin-1-yl)-1-((R)-1-methoxypropan-2-yl)-2-methyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide; (S)—N-(4-(2-(Aminomethyl)pyrrolidin-1-yl)-1-(2-methoxy-2-methylpropyl)-2-methyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide; N-(4-((S)-2-(Aminomethyl)pyrrolidin-1-yl)-2-methyl-1-((S)-tetrahydrofuran-3-yl)-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide; (S)—N-(4-(2-(Aminomethyl)pyrrolidin-1-yl)-2-(methoxymethyl)-1-methyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide; (S)—N-(4-(2-(Aminomethyl)pyrrolidin-1-yl)-2-(2-methoxyethyl)-1-methyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide; N-(4-((S)-2-(Aminomethyl)pyrrolidin-1-yl)-1-((R)-tetrahydrofuran-3-yl)-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide; (S)—N-(4-(2-(Aminomethyl)pyrrolidin-1-yl)-1-methyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide; (S)—N-(4-(3-Aminopyrrolidin-1-yl)-2-methyl-1-(pyridin-4-ylmethyl)-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide; (S)—N-(4-(3-Aminopyrrolidin-1-yl)-2-methyl-1-((1-methyl-1H-pyrazol-4-yl)methyl)-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide; N-(4-(2-Aminophenyl)-1,2-dimethyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide; (S)—N-(4-(2-(Aminomethyl)pyrrolidin-1-yl)-1,2-dimethyl-1H-benzo[d]imidazol-5-yl)-2-(2,6-difluorophenyl)pyrimidine-4-carboxamide; (S)—N-(4-(2-(Aminomethyl)pyrrolidin-1-yl)-1,2-dimethyl-1H-benzo[d]imidazol-5-yl)-2-(2-fluoro-6-methylphenyl)pyrimidine-4-carboxamide; N-(4-((S)-2-(Aminomethyl)pyrrolidin-1-yl)-1,2-dimethyl-1H-benzo[d]imidazol-5-yl)-5-fluoro-6-(2-fluoro-6-methoxyphenyl)picolinamide; (R)—N-(4-(2-(Aminomethyl)pyrrolidin-1-yl)-1-methyl-1H-indol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide; N-(4-((2S,4S)-4-Amino-2-(hydroxymethyl)pyrrolidin-1-yl)-1-methyl-1H-indol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide; (R)-2-(2-Fluoro-6-methoxyphenyl)-N-(1-methyl-4-(2-methylpiperazin-1-yl)-1H-indol-5-yl)pyrimidine-4-carboxamide; N-(4-((1S,4S)-2,5-Diazabicyclo[2.2.1]heptan-2-yl)-1-methyl-1H-indol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide; N-(4-((1S,4S)-2,5-Diazabicyclo[2.2.1]heptan-2-yl)-1-(pyridin-4-ylmethyl)-1H-indol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide; N-(4-((1S,4S)-2,5-Diazabicyclo[2.2.1]heptan-2-yl)-1H-indol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide; N-(4-((1S,4S)-2,5-Diazabicyclo[2.2.1]heptan-2-yl)-1-((tetrahydro-2H-pyran-2-yl)methyl)-1H-indol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide; N-(4-((1S,4S)-2,5-Diazabicyclo[2.2.1]heptan-2-yl)-1-((2-methylthiazol-5-yl)methyl)-1H-indol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide; N-(4-((1S,4S)-2,5-Diazabicyclo[2.2.1]heptan-2-yl)-1-(2-morpholinoethyl)-1H-indol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide; N-(4-((1S,4S)-2,5-Diazabicyclo[2.2.1]heptan-2-yl)-1-(2-methoxypyridin-4-yl)-1H-indol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide; N-(4-((2S,4S)-4-Amino-2-(hydroxymethyl)pyrrolidin-1-yl)-1-(2-fluoro-4-methoxyphenyl)-1H-indol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide; N-(4-((2S,4S)-4-Amino-2-(hydroxymethyl)pyrrolidin-1-yl)-1-(1-methyl-1H-pyrazol-5-yl)-1H-indol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide; and N-(4-((2S,4S)-4-Amino-2-(hydroxymethyl)pyrrolidin-1-yl)-1-(2-cyano-3-fluorophenyl)-1H-indol-5-yl)-2-(2-fluoro-6-methoxyphenyl)pyrimidine-4-carboxamide; or a pharmaceutically acceptable salt thereof.
 53. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein: R¹ is selected from Cy¹, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, CN, NO₂, SR^(a), C(O)R^(b), C(O)OR^(a), OC(O)R^(b), OC(O)NR^(c)R^(d), NR^(c)R^(d), NR^(c)C(O)R^(b), NR^(c)C(O)OR^(a), NR^(c)C(O)NR^(c)R^(d), S(O)R^(b), S(O)NR^(c)R^(d), S(O)₂R^(b), and S(O)₂NR^(c)R^(d); wherein said C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹⁰; X is N or CR^(Z), and Y is NR^(Y); dashed bond represents a single or double bond, wherein one dashed bond is a single bond and the other dashed bond is a double bond; R² is selected from H, D, Cy², C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, CN, NO₂, OR^(a2), SR^(a2), C(O)R^(b2), C(O)NR^(c2)R^(d2), C(O)OR^(a2), OC(O)R^(b2), OC(O)NR^(c2)R^(d2), NR^(c2)R^(d2), NR^(c2)C(O)R^(b2), NR^(c2)C(O)OR^(a2), NR^(c2)C(O)NR^(c2)R^(d2), S(O)R^(b2), S(O)NR^(c2)R^(d2), S(O)₂R^(b2), and S(O)₂NR^(c2)R^(d2); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹³; R³ and R⁴ are each independently selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl; R⁵ is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl; R⁶ is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl; A is N or CR^(A); Cy^(B) is selected from C₆₋₁₀ aryl optionally substituted with 1, 2, 3 or 4 substituents independently selected from R; R^(X) and R^(Y) are each independently selected from H, D, Cy^(N), C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, CN, C(O)R^(b4), C(O)NR^(c4)R^(d4), C(O)OR^(a4), S(O)R^(b4), S(O)NR^(c4)R^(d4), S(O)₂R^(b4) and S(O)₂NR^(c4)R^(d4); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹³; R^(Z) is selected from H, D, Cy^(Z), C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, and halo; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹³; R^(A) is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, and halo; each R⁷ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a7), SR^(a7), C(O)R^(b7), C(O)NR^(c7)R^(d7), C(O)OR^(a7), OC(O)R^(b7), OC(O)NR^(c7)R^(d7), NR^(c7)R^(d7), NR^(c7)C(O)R^(b7), NR^(c7)C(O)OR^(a7), and NR^(c7)C(O)NR^(c7)R^(d7); Cy¹ is selected from 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹⁰; each R¹⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, D, CN, NO₂, OR^(a1), SR^(a1), C(O)R^(b1), C(O)NR^(c1)R^(d1), C(O)OR^(a1), OC(O)R^(b1), OC(O)NR^(c1)R^(d1), NR^(c1)R^(d1), NR^(c1)C(O)R^(b1), and NR^(c1)C(O)OR^(a1); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹; each R¹¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a11), SR^(a11), C(O)R^(b11), C(O)NR^(c1)R^(d11), C(O)OR^(a1), NR^(c11)R^(d11), NR^(c11)C(O)R^(b11), and NR^(c11)C(O)OR^(a11); Cy² is selected from 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹³; each R¹³ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, CN, NO₂, OR^(a13), SR^(a13), C(O)R^(b13), C(O)NR^(c13)R^(d13), C(O)OR^(a13), OC(O)R^(b13), OC(O)NR^(c13)R^(d13), NR^(c13)R^(d13), NR^(c13)C(O)R^(b13), NR^(c13)C(O)OR^(a13), and NR^(c13)C(O)NR^(c13)R^(d13); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹⁴; each R¹⁴ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, D, and CN; Cy^(Z) and Cy^(N) are each independently selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹³; each R^(a), R^(c), and R^(d) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, and 4-10 membered heterocycloalkyl; each R^(b) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl; each R^(a1), R^(c1) and R^(d1) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, and C₂₋₆ alkynyl; each R^(b1) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl; each R² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl; each R^(c2) and R^(d2) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl; each R^(b2) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl; each R^(a4), R^(c4), and R^(d4) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl; each R^(b4) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl; each R^(a7), R^(c7) and R^(d7) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl; each R^(b7) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl; each R^(a11), R^(c11) and R^(d11) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl; each R^(b11) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl; each R^(a13), R^(c13) and R^(d13) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl; and each R^(b13) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl.
 54. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein: R¹ is selected from Cy¹, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, CN, NO₂, and NR^(c)R^(d); wherein said C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹⁰; X is N or CR^(Z), and Y is NR^(Y); dashed bond represents a single or double bond, wherein one dashed bond is a single bond and the other dashed bond is a double bond; R² is selected from H, D, Cy², C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, CN, NO₂, OR^(a2), SR^(a2), C(O)R^(b2), C(O)NR^(c2)R^(d2), C(O)OR^(a2), NR^(c2)R^(d2), and NR^(c2)C(O)R^(b2); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹³; R³ and R⁴ are each independently selected from H, D, and C₁₋₆ alkyl; R⁵ is selected from H, D, and C₁₋₆ alkyl; R⁶ is selected from H, D, and C₁₋₆ alkyl; A is N or CR^(A); Cy^(B) is selected from C₆₋₁₀ aryl optionally substituted with 1, 2, 3 or 4 substituents independently selected from R⁷; R^(X) and R^(Y) are each independently selected from H, D, Cy^(N), C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, and halo; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹³; R^(Z) is selected from H, D, and C₁₋₆ alkyl; R^(A) is selected from H, D, C₁₋₆ alkyl, and halo; each R⁷ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a7), SR^(a7), C(O)R^(b7), C(O)NR^(c7)R^(d7), and C(O)OR^(a7); Cy¹ is selected from 4-10 membered heterocycloalkyl and C₆₋₁₀ aryl; wherein the 4-10 membered heterocycloalkyl has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the 4-10 membered heterocycloalkyl and C₆₋₁₀ aryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹⁰; each R¹⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, D, NR^(c1)R^(d1), NR^(c1)C(O)R^(b1), and NR^(c1)C(O)OR^(a1); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹; each R¹¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a11), NR^(c11)R^(d11), NR^(c11)C(O)R^(b11), and NR^(c11)C(O)OR^(a11); Cy² is selected from 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹³; each R¹³ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, D, CN, NO₂, OR^(a13), SR^(a13), C(O)R^(b13), C(O)NR^(c13)R^(d13), C(O)OR^(a13), NR^(c13)R^(c13), and NR^(c13)C(O)R^(b13); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹⁴; each R¹⁴ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and D; Cy^(Z) and Cy^(N) are each independently selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹³; each R^(c) and R^(d) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and 4-10 membered heterocycloalkyl; each R^(a1), R^(c1) and R^(d1) is independently selected from H and C₁₋₆ alkyl; each R^(b1) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, and C₂₋₆ alkynyl; each R^(a2) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, and C₂₋₆ alkynyl; each R^(c2) and R^(d2) is independently selected from H and C₁₋₆ alkyl; each R^(b2) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, and C₂₋₆ alkynyl; each R^(a7), R^(c7) and R^(d7) is independently selected from H and C₁₋₆ alkyl; each R^(b7) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, and C₂₋₆ alkynyl; each R^(a11), R^(c11) and R^(d11) is independently selected from H and C₁₋₆ alkyl; each R^(b11) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, and C₂₋₆ alkynyl; each R^(a13), R^(c13) and R^(d13) is independently selected from H and C₁₋₆ alkyl; and each R^(b13) is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, and C₂₋₆ alkynyl.
 55. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein: R¹ is selected from Cy¹ and NR^(c)R^(d); X is N or CR^(Z), and Y is NR^(Y); dashed bond represents a single or double bond, wherein one dashed bond is a single bond and the other dashed bond is a double bond; R² is selected from H, Cy², and C₁₋₆ alkyl; wherein said C₁₋₆ alkyl is optionally substituted with 1 or 2 substituents independently selected from R¹³; R³ and R⁴ are H; R⁵ is H; R⁶ is H; A is N or CR^(A); Cy^(B) is selected from phenyl optionally substituted with 1 or 2 substituents independently selected from R⁷; R^(X) and R^(Y) are each independently selected from H, Cy^(N), and C₁₋₆ alkyl; wherein said C₁₋₆ alkyl is optionally substituted with 1 or 2 substituents independently selected from R¹³; R^(Z) is H; R^(A) is H or halo; each R⁷ is independently selected from C₁₋₆ alkyl, halo, and OR^(a7); Cy¹ is selected from 4-10 membered heterocycloalkyl and C₆₋₁₀ aryl; wherein the 4-10 membered heterocycloalkyl has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the 4-10 membered heterocycloalkyl and C₆₋₁₀ aryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹⁰; each R¹⁰ is independently selected from C₁₋₆ alkyl and NR^(c1)R^(d1); wherein said C₁₋₆ alkyl is optionally substituted with 1 or 2 substituents independently selected from R¹¹; each R¹¹ is independently selected from OR^(a11) and NR^(c11)R^(d11); Cy² is selected from 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹³; each R¹³ is independently selected from C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, 5-10 membered heteroaryl, halo, CN, and OR^(a13); wherein said C₁₋₆ alkyl and 4-10 membered heterocycloalkyl, and 5-10 membered heteroaryl are each optionally substituted with 1, 2, or 3 substituents independently selected from R¹⁴; R¹⁴ is C₁₋₆ alkyl; Cy^(N) are each independently selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹³; each R^(c) and R^(d) is independently selected from H, C₁₋₆ alkyl, and 4-10 membered heterocycloalkyl; R^(c1) and R^(d1) are H; R^(a7) is C₁₋₆ alkyl; R^(a11), R^(c11) and R^(d11) are H; and each R^(a13), R^(c13) and R^(d13) is independently selected from H and C₁₋₆ alkyl.
 56. A pharmaceutical composition comprising a compound of claim 1, or a pharmaceutically acceptable salt thereof, and at least one pharmaceutically acceptable carrier or excipient.
 57. A method of inhibiting HPK1 activity, said method comprising contacting a compound of claim 1, or a pharmaceutically acceptable salt thereof with HPK1.
 58. The method of claim 57, wherein the contacting comprises administering the compound to a patient.
 59. A method of treating a disease or disorder associated with inhibition of HPK1 interaction, said method comprising administering to a patient in need thereof a therapeutically effective amount of a compound of claim 1, or a pharmaceutically acceptable salt thereof.
 60. A method for treating a cancer in a patient, said method comprising: administering to the patient a therapeutically effective amount of the compound of claim 1, or a pharmaceutically acceptable salt thereof.
 61. The method of claim 60, wherein the cancer is selected from breast cancer, colorectal cancer, lung cancer, ovarian cancer, and pancreatic cancer. 